Invitation to Tender

					        Invitation to Tender


                for


 Television and Online coverage of
specified Bowls, Snooker and Boxing
              Events


                for


         BBC Cymru Wales


               2012
                      1
   Ref: SPORT 2   Deadline: 1700 BST on Monday, 1st August
2011




SPORT 2                     2
Contents


Section 1   Background and Instructions to Tenderers


            Pre-Condition
            Background and Objectives
            Contract Requirements
            Timetable
            Supplier Selection
            Instructions to Tenderers



Section 2   Specification of Requirements


            Supplier Responsibilities
            BBC Responsibilities
            Performance Monitoring and Management



Form of Tender



Appendix


            Standard Programme Production Agreement for
            each of the three Events.




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                                                                 Section 1


BACKGROUND AND INSTRUCTIONS TO TENDERERS


1.1   This document is an invitation to tender (ITT) for the provision of
the   goods/services described below to the British Broadcasting
Corporation (the BBC) :


      “To provide television and online coverage of the Welsh Bowls
      Grand Prix, the Welsh Amateur Boxing Association‟s
      Championship Finals and the Welsh Open Snooker Competition
      („the Events‟) in early 2012 for BBC Cymru Wales.”


      It sets out the process that will be followed by the BBC to appoint
      (subject to contract) an independent producer to provide the
      above coverage.


      For the avoidance of doubt, this ITT and any ensuing contract
      will be solely for the coverage of the Events and not for any other
      programmes or content.


1.2   Pre-Condition


      It is a pre-condition and pre-requisite of this Tender and of the
      award of the contract that every tenderer can establish to the
      BBC‟s reasonable satisfaction that, in the event that it is awarded
      the tender and engaged to produce the coverage of the Events
      for BBC Cymru Wales, that its production of the coverage will
      qualify, in accordance with the OFCOM Regional Production
      qualification criteria (as set out below), as a Regional Production
      for the OFCOM Macro Region of Wales and as Regional
      Programmes from Wales.


      Regional Production Criteria


      A. Substantive business and production base in Wales.
      (A base will be taken to be substantive if it is the usual place of
      employment of executives managing the regional business, of

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      senior personnel involved in the production in question, and of
      senior personal involved in seeking programme commissions)


      B. Location of production budget spend
      To qualify towards the criteria for a Regional Production at least
      70% of the production budget (excluding the cost of on-screen
      talent, archive material and copyright costs) must be spent in
      Wales.


      C. Location of production talent spend
      To qualify towards the criteria for a Regional Production at least
      50% of the production talent (i.e. not on-screen talent) by cost
      must have their usual place of employment in Wales.




      Tenderers who cannot or will not, in the BBC‟s reasonable
      opinion, be able to satisfy these criteria will not be considered
      for the tender and will not be eligible for the award of the
      contract.


1.3   Background and Objectives


      The expected venue for the Boxing Event listed in this ITT is
      given in good faith but may be subject to alteration.


      In the case of the Snooker Event and the Bowls Event, the
      respective governing bodies are yet to decide on the venues for
      these Events. Nevertheless, we understand that the venue for the
      Snooker Event is likely to be either in south east Wales; in west
      Wales or in northeast Wales. The venue for the Bowls Event is
      likely to be in south west Wales.


      We will update our commissioning website as soon as reasonably
      practicable following notification from the respective governing
      bodies of their choice of venues for the Events. Alternatively,
      tenderers are welcome to contact Lawrence Hourahane (contact
      details below) for updates (if available) on the venues for the
      Events.

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      In Section 2 is a summary of the dates and known transmission
      times. This is not an exhaustive or definitive list and is meant as
      a guide only.


      The BBC‟s objectives for the tender are:
             To provide high quality coverage of the Events and to
              create a high level of interest and appreciation of the
              Events and of the BBC‟s coverage of them;
             To highlight and underscore BBC Cymru Wales‟
              commitment to Welsh sport; and
             To find novel and innovative ways of covering these Events
              and, by doing so, enhancing the viewers‟/users‟ enjoyment
              and understanding of these sports.


      Agreement Duration:


      The contract period will be for one year but the BBC shall have
      the option to extend or renew the contract for a further year if
      the BBC so requires.


1.4   Timetable


      The completed tender should be submitted in accordance with
      the instructions set out below and in 1.5 below.


      Completed tender documents must be submitted to BBC Cymru
      Wales by 1700 BST on Monday, 1st August 2011.


      Tender documents must be submitted by pre-paid post or in
      person. Tenders submitted by facsimile or by e-mail or by
      other electronic means will not be accepted.



      NO SUBMISSIONS WILL BE ACCEPTED AFTER THE CLOSING DATE.
      The BBC accepts no responsibility for non delivery of tenders.
      Proof of despatch will not be deemed to be proof of delivery and
      tenderers are advised to seek an acknowledgement of receipt.


      Following an initial evaluation of the tender documents, the BBC
      may in its absolute discretion elect to select a shortlist of

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      tenderers for interview or may elect to interview all of the
      tenderers or none of them. The BBC will notify tenderers of its
      decision whether or not to hold interviews on or by Thursday, 4th
      August 2011*.


      It is anticipated that any such interviews will be held on Friday,
      19th August 2011*.


      Unless the BBC determines in its absolute discretion to invite all
      or any of the tenderers back for a second or subsequent
      interview, it is anticipated that the successful tenderer (if any)
      will be notified that (subject to contract) it has been successful
      on or by Friday, 26th August 2011*. If the successful tenderer
      (if any) accepts the award of the tender, then the BBC will notify
      the unsuccessful tenderer(s) as soon as reasonably practicable
      thereafter.


      A period of a month will be set aside for finalising an agreement
      with the successful tender and it is anticipated that the BBC will
      have entered into (a) binding agreement(s) for the provision of
      the coverage of the Events (please see the Section on the BBC‟s
      „Code of Practice‟ below) on or by 30th September 2011*.


      *Please note that these dates may be subject to change.


1.5   Supplier Selection


      All tenderers are required to be Independent Producers (as
      defined under the
      Terms of the 1990 Broadcasting Act) and, as noted above, to be
      able to satisfy the BBC that their coverage of each of the Events
      will satisfy the OFCOM Regional Production qualification criteria
      as a Regional Production from Wales.


      The successful tenderer will offer the most economically
      advantageous tender (or „best value for money‟), offering the
      best overall balance between cost and editorial proposition. A
      comparison of costs will be based on the charges submitted in
      the Budget prepared by you.


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     Tenders should be supported by a detailed editorial, financial,
     and technical submission in written form. Tenderers can
     present this information in such written form as they choose but
     tenderers are encouraged not to spend time, money and effort
     on glossy documents or expensive presentations.


     A final budget for the coverage of the three Events will be agreed
     with the successful tenderer (if any) based on the successful
     editorial submission but please note that the maximum
     aggregate sum available for the coverage of the Events is
     £500,000.00 (Five Hundred Thousand Pounds sterling). The BBC
     does not anticipate that it is possible to provide the coverage of
     the Events to the required standard and to meet the
     requirements of the tender for less than £440, 000 (Four
     Hundred and Forty Thousand Pounds sterling) in aggregate.


     These financial parameters are given as an indication of the
     maximum and minimum sums available but the selection will be
     made by balancing the quality of the editorial proposition and
     the originality of approach to the technical issues posed by the
     Events against the cost of the relevant tender.


     Please note that:
             tenderers will be required to confirm in their tenders that
              they can provide the coverage of the Snooker and bowls
              Events within their bid price irrespective of the choice of
              venue for the Snooker and bowls Events or to indicate any
              variances (subject always to the maximum sum available
              noted above) in the event that the Snooker and/or the
              Bowls Event occur at one of the likely venues rather than
              the other(s).


             entry to each of the three Events for the successful
              tenderer‟s authorised production personnel will be free of
              charge.


             In the case of snooker, the BBC has a contractual
              obligation to advise the governing body of our choice of
              preferred bidder.


SPORT 2                               8
             In the case of all three Events, the successful tenderer will
              be required to make a live feed of each of the three Events
              available to the governing body (within the tender price
              and at no further cost to the relevant governing body or
              the BBC) for its own purposes.
             The successful tenderer will be required to comply with all
              relevant legislation, regulations, codes and guidelines
              within the tender price.


1.6   Instructions to Tenderers


      Tenderers should read these instructions carefully before
completing the      remaining documentation. Failure to comply with
these requirements for completion and submission may result in the
rejection of the tender response.


     Tender


      Tenders are invited for the programmes detailed in this Invitation
      to Tender.
      All tenderers should complete a detailed Budget. The prices
      entered should reflect the requirements stated and the
      information provided in this document and Appendix.


     Responding to the Invitation to Tender


      Please read the Statement of Requirements (Section 2) with care.
      If choosing to submit a tender, please ensure that your tender
      document provides all the information required by this ITT and
      please complete the following documents:


              A detailed Budget
              Form of Tender
              Detailed Tender Document in written form.




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     The table below sets out the criteria (and the weightings which
     will be applied to those criteria) which will be used by the BBC to
     evaluate submitted tender documents. The purpose of these
     criteria are to balance pricing information provided in your
     Budget with other critical evaluation criteria to produce an
     objective measurement of the most economically advantageous
     tender (or „value for money‟). The criteria have been weighted
     according to their relative importance to the overall success of
     the contract, and scores will be allocated for your responses
     which reflect the evaluation panel‟s assessment of your
     perceived ability to fulfil the contract requirements.




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SPORT 2   11
Capability                    Innovation             Talent & Diversity                                Submission Price
Weighting (35 out of 100)     Weighting (20 out of                                                   Weighting (25 out of
                              100)                   Weighting (20 out of 100)                       100)
A demonstrable ability to     What innovations       On-screen and off-screen personnel              The final cost to
mount complex Live            or novel techniques    delivering the output.                          the BBC of your
Outside Broadcast             or approaches will                                                     tender proposals
                                                     Their ability to deliver broadcast television
operations with the           be offered as part
                                                     output to the highest standards, through
following minimum             of the tender?
                                                     technical, editorial and sport-related
requirements:
                                                     expertise.
                              These may be
Live transmissions of         technical or           Please confirm that you have approached
sporting events involving     editorial in nature.   the key personnel listed in your tender
multiple cameras and other                           document; that you have their permission
sources.                      Innovations should     to name them in the submission; and that
                              serve to enhance       they have confirmed their availability in
Presenters and contributors   the quality of the     principle to work on the coverage of the
in studio and location        viewing experience,    Events in the event that your tender is
                                                     successful.
settings.                     either directly on
                              screen or by ways
                                                     To quote from the current BBC Diversity
Accurate and timely score     of working that
                                                     strategy (which can be found at
logging, both of individual   prioritise the
                                                     http://www.bbc.co.uk/diversity/pdf/Divers
matches and across            viewing experience.    ity_strategy_110523.pdf )
tournaments.
                                                     “The BBC is committed to promoting equal



                                  12
  On-screen graphics for play   opportunities for all, both in our working
  analysis and score tally.     environment and in our output.”


                                “Quite simply, our determination to visibly
  Pre-recorded feature
                                increase our diversity on and off air is part
  packages.
                                of our fundamental commitment to serve
                                all our audiences.”
  Edited highlights for daily
  transmission to tight
  deadlines.


  Any competing or
  conflicting commitments.




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      The tenderers should seal the original of the tender (clearly
      marked „Original‟) together with 4 further loose bound copies in
      an envelope and return to the BBC paying postage as
      appropriate.


      Tenders should be received by the time and date stated in the
Timetable in         Section 1.4 of this ITT and must be sent to:


            Paul Sampson
            Room 3020
            BBC Wales
            Broadcasting House
            Llandaff
            Cardiff
            CF5 2YQ          Tender Reference: SPORT 2


The tenders will be assessed and evaluated by the following:


Elis Owen, Head of Commissioning, English Language Content, BBC
Cymru Wales


Geoff Williams, Head of Sport, BBC Cymru Wales


(or their nominated deputies in the event that either or both is unable
to attend for any reason) but other BBC staff may be present during
any interviews to minute the discussions and to assist the above with
their evaluation.



Following receipt of tender documents a shortlist may be drawn up and
short-listed tenderers will be invited to give a presentation and clarify
any issues arising from their bids. No indication will be given regarding
the outcome of the tender process until after these interviews.


     Queries
      If you are unclear about any on the contents of this ITT, you may
      wish to contact the following for clarification:


            PRODUCTION

                                           14
             Lawrence Hourahane, Producer, BBC Cymru Wales Sport
                   lawrence.hourahane@bbc.co.uk


             COMMISSIONING
             Paul Sampson, Manager English Language Programmes.
                   paul.sampson@bbc.co.uk


             LEGAL
             Ifer Arch, Legal & Business Affairs Manager
                   ifer.arch@bbc.co.uk



       No other person is authorised to discuss the contents of this
document or        the substance of the tender.


       Failure to observe this, or any other instruction relating to the
tender, could      result in disqualification.


       Please be aware that, in the interests of fairness, we reserve the
       right to share the answers to any queries with all tenderers.
       However, the source of the query will not be disclosed.


       The tender responses will be used in the evaluation and selection
of suitable supplier(s). This ITT is not a contract.



       Terms of Trade


CODE OF PRACTICE


      The BBC has agreed a Code of Practice with OFCOM setting out
       the principles which are to be applied when the BBC is, for a
       purpose connected with the provision of Public Television
       services, agreeing terms for the commissioning of independent
       productions.


      The Code of Practice may be examined at
       http://www.bbc.co.uk/commissioning/tv/how-we-
       work/business-requirements/code-of-practice.shtml


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       For the purposes of this Invitation to Tender, the principles
        relating to use and exploitation as set out in paragraph 3 of the
        Code of Practice will not apply to any resulting contract to the
        successful tenderer. This exemption is based the fact that the
        BBC will have purchased the underlying Sports rights from a
        different entity than the independent producer selected to
        produce the programmes.


       If you have any queries relating to the Code of Practice or the
        applicable Terms of Trade, please contact Ifer Arch for
        clarification.


       The successful tenderer (if any) will be expected to enter into a
        separate agreement for each of the three Events in the form of
        the BBC‟s standard Programme Production Agreement for
        television programmes commissioned by the BBC from
        Independent Producers which are exempt from the Code of
        Practice as detailed in clause 3.9 of the Code of Practice (a copy
        of which is attached for your information).


       Tender Costs


        The BBC will not be liable for any costs incurred in the
preparation or           submission of tenders, or for those which arise out
of any visits or         presentations requested by the BBC.




       Confidentiality


        All information contained in this Invitation to Tender should be
        treated as “Commercially Sensitive and Confidential” by the
        tenderers. By submitting a tender, tenderers agree to keep
        confidential any information which is disclosed or otherwise
        made available to them by the BBC in any medium whatsoever
        during or in connection with this tender process.


        Tender Validity

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        Tenders must remain open for acceptance for two months after
        the closing date. A tender valid for a shorter period may be
        rejected. All communications between the BBC and the
        successful tenderer shall remain „subject to contract‟ until
        signature of a written agreement between the BBC and the
        successful tenderer in respect of each of the Events.


       Amendments to Tender Documents


       The BBC may amend this Invitation to Tender at any time prior to
        the deadline for receipt. Any such amendment will be notified in
        writing to all prospective tenderers. To allow time for such
        amendment to be taken into account, the BBC may, at its
        discretion, extend the deadline for receipt.


       Late Tenders


       Any tender received after the deadline for receipt will be rejected
        by the BBC and returned to the tenderer unopened.


       Modification and Withdrawal


        Tenderers may modify their tender prior to the deadline for
receipt by giving written notice, sealed and identified with the
reference number, to the BBC.              No tender may be modified after
the deadline for receipt.


        Tenderers may withdraw their offers at any time prior to
accepting the        notification of award by sending a notice of
withdrawal to the BBC.



       The BBC‟s Right to Accept Any Tender or Reject Any Or All
        Tenders


        The BBC reserves the right to accept or to reject any tender and
to annul the         tender process and reject all tenders at any time
prior to award and          acceptance without incurring any liability to
the affected tenderers.

SPORT 2                               17
    Freedom of Information


     The BBC is subject to the provisions of the Freedom of
     Information Act 2000(“FOI Act”). If any tenderer considers that
     any information supplied by it to the BBC pursuant to this
     Invitation to Tender is commercially sensitive or confidential in
     nature, this should be highlighted explicitly and the reasons for
     the sensitivity set out in full in the tender document. The BBC
     will take account of this in deciding whether to release the
     information in response to a Freedom of Information Request.
     However, tenderers must be aware and must accept that the BBC
     will release such information if it receives legal advice that it
     must do so in order to comply with the FOI Act.


    Data Protection


     Tenderers authorise the BBC to process and store all information
     provided as part of their submissions and confirm that they have
     obtained all necessary third party consents to enable the BBC to
     do so.


    Conflicts of Interest


     Every tenderer is required to provide details if it is envisaged that
     there may be a conflict of interest between individuals involved
     in the submission and any of the BBC‟s staff, so as to enable the
     BBC to assign staff to the tender process that have no personal
     relationship or association with any of the submissions.


    Legislation, Regulations, Codes and Guidelines


     The successful tenderer (if any) will be required to comply with
     all relevant legislation, regulations, codes and guidelines
     relevant to the provision of the coverage, including:
     Health and Safety Legislation;
     BBC‟s Editorial and Branding Guidelines;
     Insurance requirements.




SPORT 2                            18
     Each tenderer should include the cost of complying with the
     above (including the cost of appropriate advice) within their
     submission.




SPORT 2                           19
                                                                Section 2



SPECIFICATION OF REQUIREMENTS



2.1.   Supplier Responsibilities


       The supplier(s) will be responsible for providing television and
       online coverage of:


(A) WELSH OPEN BOWLS GRAND PRIX: 5 days

It is understood that the tournament will be staged between Monday 6
and Friday 10 February 2012.
As noted above, the venue for the Bowls Event is yet to be determined
by the tournament organisers but we understand that the venue is
likely to be in west Wales


        Live afternoon coverage, times not yet known (18.5 hours in
          duration in total approximately).
        Late Night highlights every night (3.75 hours in duration in
          total approximately).




(B) WELSH OPEN SNOOKER: 7 days

It is expected that the tournament will take place between Monday 13
and Sunday 19 February 2012.
As noted above, the venue for the Snooker Event is yet to be
determined by the tournament organisers but is likely to be either in
south east Wales; in west Wales or in northeast Wales.


    Live afternoon coverage, times not yet known (27 hours in
       duration in total approximately).
    Live evening coverage – Monday - Friday, probably between
       1900 and 2000, plus live evening coverage on Saturday and


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      Sunday, 1900 – 2200 (11 hours in duration in total
      approximately).
    Late highlights, 1 hour per night Monday – Saturday, post 2230
      (6 hours in duration in total approximately).
    Every session will need to be covered on the two tables in the
      early rounds, and the single table in the later stages of the
      tournament.




(C) BOXING – One highlights programme
It is expected that the Welsh Amateur Boxing Association

Championships will be staged at the Welsh Institute of Sport, Cardiff on

Friday 30 March 2012.



The successful tenderer will be expected to produce and deliver a 60

minutes‟ (slot length) edited highlights Programme to be transmitted

the following night.




(D) General Requirements

For each of the Events, the successful tenderer will be responsible for
providing commentary and summary teams agreed in conjunction with
BBC Cymru Wales, and also providing live feeds to the rights holders as
may be required by them, within the agreed tender price and at no
additional cost to BBC Cymru Wales.


Additional requirements:

Tender documents should include or reflect the following:

SPORT 2                            21
    The successful tenderer will be responsible for all aspects of the

     coverage in consultation with relevant BBC staff including crewing,

     travel and accommodation, presentation, graphics and technical

     matters;

    The tender should include pre-recorded feature packages and/or

     personality profiles of players (duration to be agreed);

    Editorial presentation should include Graphics. The format and

     style of these graphics shall be agreed by BBC Cymru Wales;

   Digital Widescreen coverage is required in Standard Definition;

   The successful tenderer will be responsible for all logistics and

    planning for the coverage of the three Events;

   The successful tenderer will liaise with any relevant BBC staff and

    third parties such as venue officials and the emergency services for

    example in relation to parking or any other groups or individuals

    such as the commercial partners of the tournament organisers on

    issues affecting or relating to the production of the coverage or the

    tenderer‟s technical operation;

 We are looking for innovations to improve the standard of coverage;

   BBC Online will require text and picture material on players and

    regular results and competition updates;

   Detailed proposals for conveying the signal from the venues to the

    BBC‟s broadcast facilities will be required;

   The successful tenderer will work within the agreed budget;

   Logging and labelling of all recordings to an acceptable standard;

   Provide a TV feed to a reasonable quality for exhibition at the

    venues;



SPORT 2                               22
   Provide an external telephone link to the outside broadcast unit at

    each of the venues;

   Conform to the technical standards laid down for independent

    producers;

   The successful tenderer will be responsible for ensuring that any

    Radio frequency equipment they provide will operate in accordance

    with licensing requirements and that they have clearance to use the

    frequencies upon which they operate.



Health and Safety Requirements:       The successful tenderer will have to

provide a copy of the company‟s Health and Safety Policy and comply

with the BBC‟s health and safety vetting procedures for independent

producers commissioned by the BBC.



2.2.       BBC Responsibilities


       The BBC will be responsible for:


            providing reasonable information about individual
             programmes to be recorded or transmitted live.


            ensuring payment of accurate invoices correctly submitted (in
             accordance with the BBC‟s Terms of Trade for Commissioning
             Television Programmes from Independent Producers).


            securing access and broadcast rights to the Events.



2.3             Performance Monitoring


       To ensure that the agreement achieves the required level of
       service, BBC Cymru Wales will agree with the supplier a range of

SPORT 2                               23
     measures by which the performance of the supplier can be
     assessed. This will include monitoring:


         Innovations in coverage;

         Reliability. Any loss of programme is non-delivery of our

          service to licence payers;

         Performance of key staff;

         Standard of the camerawork. Intuitive understanding of the

          sport being played is a key requirement;

         Quality of the sound mix;


         Performance against the technical standards laid down for
          independent productions;


         Relationship with staff of BBC Cymru Wales.


     These factors will be reviewed by BBC Cymru Wales and
     discussed with the supplier(s) on a regular basis during the
     course of the contract.




SPORT 2                                24
Form of Tender                                                Tender Ref: SPORT 2


To the British Broadcasting Corporation:


1.      We have read the documents issued as the Invitation to Tender
        (as listed below) and We offer to provide the goods/services
        specified in accordance with but subject to the terms of the
        standard Programme Production Agreement for the events (see
        Appendix) at the rates and prices quoted by us.


2.      We agree that this tender and any contract that may result from
it shall be      based upon the following documents:


        (1)      This form of tender
        (2)      The terms of the standard Programme Production
                 Agreement attached in the Appendix
        (3)      The coverage requirements as set out in this Invitation to
                 Tender
        (4)      The Budget, as completed by us
        (5)      Our proposal in response to the Invitation to Tender


3.      We agree that any other terms or conditions of contract or any
        other general reservations which may be printed on any
        correspondence emanating from us in connection with this
        tender, shall not be applicable to the Contract.


4.      We agree that any contract that may result from this tender shall
        be subject to the Laws of England and Wales.


5.      The prices quoted in this tender are valid for two calendar
        months from the tender return date.


Signed...............................................................


in the capacity of .......................................................


Name.................................................................


duly authorised to sign tenders for and on behalf of:


SPORT 2                                           25
.............................................................................................................
..............................


Postal address:
.............................................................................................................
..............................



Telephone number..................................................................



Date......................................................




SPORT 2                                              26
Appendix (Standard Programme Production Agreement for the events)

DATED                                                201[2]




COMMISSIONING AGREEMENT



BETWEEN

  (1)   THE BRITISH BROADCASTING CORPORATION



  (2)   [Successful Tenderer if any]



_______________________________________

Each of Three Events 2012
_______________________________________




                                    27
CONTENTS:


Clauses
1. Introduction
2. Agreement between the Parties


Schedule 1 – Special Terms
1.   Parties‟ Representatives
2.   Programme Fee
3.   Contributor rights – pre-paid uses
4.   Variations to General Terms
5.   Special Provisions



Schedule 2 – Commissioning Specification
1.   Editorial Specification
2.   Creative Brief
3.   Production Brief
4.   Key Approvals
5.   Production Account
6.   Delivery and Technical Requirements


Schedule 3 – BBC Delivery Items


Schedule 4 – General Terms amended pursuant to paragraph 3.9 of the
Code Of Practice


Schedule 5 – Relevant BBC Websites


Annex 1 - Cashflow




SPORT 2                               28
THIS AGREEMENT is made
201[2]


BETWEEN:-


THE BRITISH BROADCASTING CORPORATION ("BBC") of Broadcasting
House, Llandaff, Cardiff CF5 2YQ


and


[SUCCESSFUL TENDERER] LIMITED (company registered no:)
(”the Producer”) of [address]


INTRODUCTION:

A.      The BBC issued an invitation to tender inviting applicants to submit bids for
        the supply of television coverage of the [relevant Event] in 2012 [and, at
        the BBC‟s election, 2013].

B.      The Producer submitted a bid and, as part of the tender process, the BBC
        and the Producer have entered into negotiations concerning the provision
        of a live feed and the supply of television programmes from the Event and
        have agreed a Programme Fee.

C.      The parties now wish to record their agreement in writing (“Agreement”).

D.      The BBC and the Producer confirm that the BBC has not required as a
        condition to this Agreement that the Producer in connection with the
        provision of the Footage (as defined below) and the production of the
        Programme or any episode of it –

        (a)   uses any BBC production facilities (whether the details of such use
              are included in the terms of this Agreement or elsewhere); or
        (b)   refrains from using the production facilities of any other broadcaster.

        Accordingly, the BBC and the Producer confirm that the circumstances in
        article 3(3) of the Broadcasting (Independent Productions) Order 1991 as
        amended do not apply to this commission.




AGREEMENT BETWEEN THE PARTIES:


     1. The Producer acknowledges that this commission to produce the live feed
        from the Event and to produce and deliver the Programme and each
        episode of it is dependent upon and is based upon the BBC having acquired
        certain rights in and to the Event detailed in Special Term 8 of Schedule 1.
        This commission is therefore exempt from the BBC’s Code of Practice on
        BBC’s Dealings with Independent Producers for Television Programme
        Commissioned by the BBC approved by OfCom on 6 January 2004 (“the
        BBC Code”) as detailed in clause 3.9 of the Code. Accordingly, the
        Producer and the BBC agree that the Producer shall produce and deliver
        the live feed of the Event on behalf of the BBC and produce and deliver the

SPORT 2                                  29
       Programme and each episode of it to the BBC and the BBC shall pay the
       Programme Fee (as set out in more detail in Schedule 1) on the terms set
       out in 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 preproduction started on
      the Programme or any episode of it or the date of execution of this
      Agreement whichever is the earlier.

   4. All Schedules and Annexes to this Agreement form part of this Agreement
      and are hereby incorporated into this Agreement.

   5. 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 first written above.




SPORT 2                                 30
                                       Schedule 1
                                      Special Terms

1.     Parties’ Representatives:

                                              Name               Telephone           Email
       BBC Editorial Representative     Paul Sampson   029 203 23154         Paul.Sampson@bbc.co.uk
                                        Lawrence                             lawrence.Hourahane@bbc.co.uk
                                        Hourahane
       BBC Business Affairs             Ifer Arch      029 203 22868         ifer.arch@bbc.co.uk
       Manager

       BBC Programme Finance            Sushmita       029 203    22936      sushmita.sorathia@bbc.co.uk
       Manager                          Sorathia
       Producer‟s Nominated
       Representative



        Programme Fee:

 2.1    The Programme Fee shall be the sum of £0.00 (     ) payable in accordance
        with the agreed Cash Flow Schedule attached to this Agreement.

 2.2    The above figures do not include the Independent Production Training
        Levy. This will be collected separately from the Producer by PACT.

 2.3    The Programme Fee includes funding for insurance which shall not be cash-
        flowed to the Producer.

2.     Contributor rights - pre-paid uses:

3.1     The Producer shall within the Programme Fee make such payments as are
        necessary to ensure that no use fees, repeat fees or residuals shall be
        payable in respect of the broadcast or exploitation of the Footage and/or
        the Programme or any episode or part of it in any part of the universe by
        any means and in any media whether now known or hereafter invented in
        perpetuity save only as provided in General Term 6.

4.      Variations to General Terms:

4.1     The Seven-Day-New-Media Rights, Primary-Video-on-Demand Rights and
        Primary New Media Rights shall be extended to include a “Floating”
        window; and Series Stacking as follows:

        (a)      “Floating” window

        Upon download of each or any episode of the Programme by the audience
        within the 7 day window from any linear transmission by the BBC of the
        relevant episode, the relevant episode of the Programme can remain on
        the user‟s hardware until first accessed (or 13 weeks from download
        whichever is sooner), then the user has 7 days to view the episode after
        which the episode expires.


        (b)     Series Stacking

        Such rights in each episode of the Programme shall extend to seven days
        after the linear transmission of the final episode of the Programme – “a
        series stack” subject to the following:




SPORT 2                                     31
      •        Such series stack shall be capped at a total of 13 weeks
               programming available on demand at any one time (excluding for
               the avoidance of doubt the 7 day Preview period).
      •        During the time that it is made available on-demand by the BBC,
               each episode of the Programme can be temporarily downloaded for
               viewing with a “floating” window as set out in (a) above.
      •        Series stacking will not apply to repeats.

      All such use will be copy protected and will only be exercised provided that
      appropriate technological means are used to limit the availability of the
      download to the period of the BBC‟s entitlement and the UK territory.

4.2   Save as specifically amended above, the General Terms to this Agreement
      apply in the form set out at Schedule 4 to this Agreement.

4.3   The following new provisions shall be inserted into General Term 5 and General
      Term 6 and General Term 18/20:

      “5.3.4         Secure the prior written approval of the BBC Editorial
                     Representative to any viewing of any Programme Materials
                     (as defined below) by any Programme participant(s) prior to
                     Tape Delivery, where such viewing could lead to a breach of
                     the BBC Guidelines, such approval not to be unreasonably
                     withheld or delayed.”

      “5.7           For the avoidance of doubt, it is acknowledged that any
                     details set out in Part 1 of the Commissioning Specification
                     entitled “Editorial Specification” under the heading “Editorial
                     compliance considerations” are without prejudice to the
                     Producer‟s general obligations under this Agreement to
                     comply with the BBC Guidelines.”

      “6.3.8         there is no provision in such agreements which conflicts with
                     the provisions of General Term 5.3.4 above.”


      “18A.                 Consequences for breach of BBC Guidelines

                     Without prejudice to provisions of General Terms 16 and/or
                     18, or any other applicable rights and remedies available to
                     the BBC under this Agreement, any breach of General Term
                     5.3.1 shall entitle the BBC (acting appropriately and
                     reasonably) to require the Producer to:

                      (i)   rectify any breaches of the BBC Guidelines in the
                            Programme or any episode of it at its own cost;
                            and/or
                     (ii)   discuss in good faith any variations of the terms of
                            this Agreement proposed by the BBC in light of the
                            circumstances of the relevant breach, to apply upon
                            any exercise of the BBC‟s option under General Term
                            18 provided that any such variations are reasonable
                            and proportionate.


4.4   General Term 15.12 shall be amended as follows:

      “15.12        The Producer shall not, and shall procure that its sub-
                    licensees, subcontractors, and all other persons engaged by it
                    in connection with the Programme or any episode of it shall
                    not, in producing and delivering the Programme in accordance
SPORT 2                                 32
                    with this Agreement, through its acts or omissions, bring the
                    Programme or the BBC into disrepute or infringe the BBC
                    Guidelines (it being acknowledged that a material breach of
                    this warranty can be incapable of remedy where it involves a
                    breach of trust).”

5.    Special Provisions:

5.1   The Producer warrants that the Programme and each episode of it shall
      qualify both as a Regional Production and as a Regional Programme.

5.2   The BBC confirms that the Programme Fee shall not be secured by a
      Charge.

5.3   The Producer accepts that in accordance with the PACT Framework for
      Recharging Directors & Producers Rights Society payments to Independent
      Producers effective from 1 January 2005, a sum may be payable by the
      Producer to the BBC in relation to the Programme in accordance with this
      Framework.       The Producer agrees that the BBC shall be entitled to
      withhold this sum from the final Payment set out in the Cashflow Schedule
      in Annex 1 and accordingly the Producer shall deduct the appropriate sum
      (if relevant) from the final invoice rendered to the BBC.

5.4   Without prejudice to the generality of the General Terms:

      5.4.1 The Producer confirms and undertakes that the Programme and
            each episode of it and all materials supplied to the BBC (or its
            authorised representatives or agents) for publication including any
            promotional purposes in connection with the Programme, such as
            but not limited to material for online listings and audience
            navigation applications, (whether such material is delivered
            pursuant to the terms of this Agreement or pursuant to an
            additional or subsequent agreement with the BBC or its authorised
            representative or agent) have been created, obtained, and
            produced in compliance with:

            (i)      the BBC Guidelines (in particular the BBC Editorial
                     Guidelines, available at bbc.co.uk/guidelines); and

            (ii)     the provisions of all relevant underlying agreements, and

            (iii)    cleared in accordance with the relevant terms of this
                     Agreement (or by subsequent agreement between the
                     parties, where applicable).

      5.4.2 Where the BBC creates, produces, or adapts any material relating
            to the Programme for promotional purposes, the BBC Editorial
            Representative may ask the Producer‟s Nominated Representative
            to review such material and inform the BBC whether or not the
            Producer‟s Nominated Representative considers in good faith that
            the proposed use (including timings where relevant) is (or could be)
            inconsistent with the BBC Guidelines or in breach of any third party
            contract, and in executing the BBC‟s overall responsibility to finalise
            and comply such material, the BBC shall be entitled to rely on the
            response(s) or information provided by the Producer.



5.5   Safeguarding Trust Training:

      Without prejudice to General Terms 5.3 and 15.16:


SPORT 2                                 33
      5.5.1 The Producer warrants and undertakes that:

      (i)    the Key Production Personnel listed in part 7 of the Commissioning
             Specification entitled “Training Requirements” have completed the
             training requirements as set out in that part 7 as of the date of
             signature of this Agreement;

      (ii)   all Production Personnel will by the first day of principal
             photography (or the date of their engagement if later) have
             completed the training requirements as set out in part 7 of the
             Commissioning Specification.

      5.5.2 The Producer shall as part of the Production Report delivered to the
            BBC in accordance with this Agreement prior to payment of
            “Approval of rough cut” set out the names of all Production
            Personnel who have completed the training requirements as set out
            in part 7 of the Commissioning Specification, such Production
            Report to be verified and signed by the Executive Producer.

      5.5.3 The Producer shall maintain complete and accurate records as
            required to evidence and substantiate the Producer‟s warranty and
            shall deliver as part of Paper Deliver a copy of such records for each
            of the Production Personnel.

      5.5.4 An additional definition for “Production Personnel” shall be inserted
            into General Term 1 as follows:
             “Production Personnel” means any person carrying out the following
             roles on the Programme (irrespective of their contracted job title
             and unless specifically excluded for legitimate reasons by
             agreement with the BBC Editorial Representative): executive
             producer, producer, associate producer, assistant producer,
             director, editor, programme researcher, writer if the Programme is
             a factual programme or other programme genre involving the
             portrayal of factual matters, production manager, head of
             production, and any other senior editorial and senior production
             management roles on the Programme.

6.    Distribution Rights:

6.1   General Term 14 shall not apply to this commission and instead the
      following provisions of this Special Term 6 shall apply:

6.2   The Producer acknowledges, agrees and confirms that the BBC shall not
      have the right to exploit the Footage (as defined in Special Term 8 below),
      the Programme or any episode of it and/or the Programme Materials in
      any way except in accordance with the terms of the Rights Agreement (as
      defined in Special Term 8 below).

6.3   Accordingly, the Producer acknowledges, agrees and confirms that the
      Producer shall not be entitled to exploit the Footage, the Programme or
      any episode of it nor the Programme Materials in any way nor shall the
      Producer have the right to receive any share of any income or receipts
      received from the exploitation of the Footage, the Programme or any
      episode or part of it and/or the Programme Materials and the Producer
      acknowledges, agrees and confirms that the Programme Fee is full and
      final consideration, remuneration and compensation to the Producer for all
      the services of the Producer hereunder and all the products of the services
      of the Producer and the Programme Personnel and all other contributors to
      the making of the Programme or the preparation of the Footage and the
      Programme Materials for the BBC in any way under this Agreement.


SPORT 2                                34
6.4     The Producer acknowledges and confirms that the Rights Agreement
        obliges the BBC to ensure that the Footage and the Programme and each
        part or episode of them shall be fully cleared so that the Event Rights
        Holder (as defined in Special Term 8 below) shall be able to exploit it and
        them by all or any means in all media worldwide. It is therefore a term of
        this Agreement that the Footage, the Programme and every episode of it
        and all the Programme Materials shall be of a technical quality suitable for
        transmission and shall have been cleared so that the Event Rights Holder
        may exploit them in all or any media in any language worldwide without
        limitation as to the number or timing of the transmissions and without
        further payment or any other liability.


7.      New Media Provisions:

        The BBC hereby commissions the Producer and the Producer hereby agrees
        to provide background material and results for BBC Sport/BBC Wales
        Online within the Programme Fee (“the New Media Deliverables”). For the
        avoidance of doubt, the BBC shall be entitled (but not obliged) in its sole
        discretion to create an APS page and/or a programme related website or
        web pages or an interactive television application or WAP site in relation
        to the Event or the Programme or any episode of it („BBC Created
        Material‟) and the BBC shall be entitled subject only to General Term 6 to
        use all or any Programme materials in or on such BBC Created Material
        without further payment to the Producer or any contributors to the
        Programme or any episode of it. All rights, including without limitation all
        IPR in and to the BBC Created Material shall belong to and are expressly
        reserved to the BBC.

8.      Additional Provisions:

1.    In these Special Terms and, unless the context otherwise requires,
      throughout this Agreement the following terms shall have the following
      meanings in addition to the definitions in General Term 1:-


      Event:                        the Event] to be held at [the venue] between
                                  [dates]

      Event Rights Holder:        [Appropriate Governing Body]

      Footage:                    the live and continuous feed of broadcast
                                  technical quality and/or material on tape
                                  (including pictures and/or sound) from the
                                  Event which the BBC has agreed to supply to
                                  the Event Rights Holder or its licensees which
                                  the Producer hereby agrees to prepare and to
                                  make available to the Event Rights Holder on
                                  the BBC‟s behalf.

      Programme Materials:        all material of whatever nature produced,
                                  acquired or collected by or on behalf of the
                                  Producer in the development and production
                                  (including pre and post-production) of the
                                  Programme and any episode or part of it and/or
                                  the production of the Footage, including but not
                                  limited to research material and information,
                                  filmed and recorded material produced by or on
                                  behalf of the Producer including the Footage and
                                  any other material (whether audio, visual or
SPORT 2                                  35
                                audio-visual) which the Producer records at and
                                from the Event including presentations, studio
                                discussion,    expert   and     guest   analysis,
                                background material and „behind the scenes‟
                                material from the Event and interviews recorded
                                in connection with the Programme and all
                                surplus derivative and rejected material created
                                during development and production of the
                                Programme or derived from the development
                                and production of the Programme and the
                                supply of the Footage together with the entire
                                contribution made by the Producer and all
                                personnel contracted by the Producer or
                                rendering services in respect of the Programme
                                or any episode or part of it or the supply of the
                                Footage including without limitation the creation
                                alteration or amendment of any work in which
                                copyright subsists but expressly excluding any
                                Third Party Material.


2.    Key Personnel

      The Key Personnel (as specified in the Commissioning Specification) have
      been approved by the BBC and have been contracted by the Producer for
      the term of this Agreement and they will spend however much time as is
      necessary during the production period for the Programme to ensure that
      the Programme and each episode of it and the Footage are produced to a
      high standard and in accordance with the terms of this Agreement. The
      Producer will not employ or use any other person to carry out these duties
      without the BBC‟s prior consent, and the BBC will not delay or refuse
      consent unreasonably in the case of other personnel which the BBC
      considers to be suitable and competent to do the work.

3.    Production Personnel

      The Producer warrants and undertakes that the Production Personnel have
      the necessary experience and qualifications to ensure that the Programme
      or any episode of it and the Footage are produced and broadcast/delivered
      promptly in accordance with this Agreement.

4.    Access Rights

      Pursuant to and in accordance with the terms and conditions of the
      agreement between the BBC and the Event Rights Holder („the Rights
      Agreement‟), the BBC has acquired the right, licence and permission to
      attend the Event and the venue. Pursuant to and in accordance with the
      Rights Agreement, the BBC authorises the Producer to exercise the rights
      of access to the venue and the Event and to film, record and broadcast the
      Event and other rights granted to the BBC under the Rights Agreement on
      its behalf.

5     Data Protection

5.1   In addition to its obligations under General Term 5.3.2, the Producer
      agrees that the following provisions of this Special Term will apply in
      relation to data protection.

5.2   For the purposes of this Special Term 5.11 the terms „processing‟,
      „personal data‟, „data controller‟ and „data processor‟ shall bear the same
      meanings as set out in the DPA.

SPORT 2                               36
5.3   The Producer shall comply with any other conditions surrounding use of
      Personal Data that are set out in the Commissioning Specification at
      Schedule 2.

5.4   Where the Producer is processing Personal Data of individuals aged 16 or
      under it additionally agrees to be bound by the BBC‟s Children‟s Privacy
      Guidelines.




                                  End of Schedule 1




SPORT 2                              37
                           Schedule 2
                  COMMISSIONING SPECIFICATION

The Successful Tenderer (if any) will be required to complete a
Commissioning Specification for its programming from each of the Events, in
the BBC’s standard form.


                               End of Schedule 2




SPORT 2                               38
                                 Schedule 3
                                Delivery Items


                    Delivery Items


All delivery requirements (including any explanatory notes) are as listed
on the following pages of this Schedule.


Please refer to the BBC Wales Delivery Website. The site has everything you need
to know about delivering paperwork and data as well as the physical tape delivery
itself.
It contains:

       An explanation of the delivery process from beginning to end – providing
        a timeline of what you need to know – including an explanation of our
        terminology and interactive requirements

       Details of where you need to deliver the Delivery Items


       A guide to the BBC‟s programme numbering system.


The site can be found at:

http://www.bbc.co.uk/wales/info/commissioning/delivery_tv




SPORT 2                                39
                       Delivery Items (for BBC Wales Commission)
The address for delivery of all items save as separately noted below is the
Programme Delivery Unit Room 1043, Broadcasting House, Llandaff,
Cardiff CF5 2YQ
A:    PRE-TAPE DELIVERY PAPERWORK:                     DELIVERY TO:
1     Laboratory Access/ Facilities House Letter       Programme Delivery Unit
                                                       Room 1043, Broadcasting House, Llandaff, Cardiff
                                                       CF5 2YQ

2     Approved front & end titles                      BBC Editorial Representative
                                                       Room 3020, Broadcasting House, Llandaff, Cardiff
                                                       CF5 2YQ

3     Television Billing Form                          Programme Delivery Unit
                                                       Room 1043, Broadcasting House, Llandaff, Cardiff
                                                       CF5 2YQ

                                                       Completed electronically on P4A or on a Word doc
                                                       template (tel Jane Roberts 029 203 22872 for
                                                       template)
B:    PRE_TAPE DELIVERY PUBLICITY
      MATERIALS:
1     Publicity Stills: The number of stills set out   BBC Wales Communications
      in the Commissioning Specification               Room 3020, Broadcasting House, Llandaff, Cardif
      produced and delivered to a sufficient           CF5 2YQ
      technical and editorial quality.

2     Production Notes/Press Kit (comprising):
      1. Full cast list                                BBC Wales Communications
      2. Full crew list                                Room 3020, Broadcasting House, Llandaff, Cardif
      3. Short synopsis (2-3 paragraphs)               CF5 2YQ
      4. Long synopsis (2-3 pages)
      5. Location/interview production notes
      6. Biographies of principal cast
      7. Biographies of key crew

3     Press Information                                BBC Wales Communications
                                                       Room 3020, Broadcasting House, Llandaff, Cardif
                                                       CF5 2YQ

4     Key Publicity contact address list               BBC Wales Communications
                                                       Room 3020, Broadcasting House, Llandaff, Cardiff
                                                       CF5 2YQ

C1:   FILM, VIDEOTAPE AND SOUND
1     1 x 625 line PAL digibeta either                 Programme Delivery Unit
      16:9 FHA (protected 14:9) or other aspect        Room 1043, Broadcasting House, Llandaff, Cardiff
      ratio as agreed beforehand                       CF5 2YQ
      OR
      1 x HDCamSR tape 16:9 (protected 14:9)

      (as prescribed in the Commissioning
      Specification)

      Please refer to technical guidelines on BBC
      Wales website:
      http://www.bbc.co.uk/wales/info/commissio
      ning/delivery/_tv

      Or contact Ian Pratt in the Programme
      Delivery Unit for HD guidelines. NB

SPORT 2                                         40
      delivery in HD must be pre-agreed by
      Ian Pratt
2     3x timecoded DVDs                             Programme Delivery Unit
                                                    Room 1043, Broadcasting House, Llandaff, Cardiff
                                                    CF5 2YQ

3     Not Applicable

4     Promotional preview DVDs (as prescribed in    BBC Wales Communications
      the Commissioning Specification)              Room 3020, Broadcasting House, Llandaff, Cardiff
                                                    CF5 2YQ

5     Clips                                         Clips should be delivered in accordance with the
                                                    Commissioning Specification and included in the
                                                    master DigiBeta for each episode/whole series.

C2:   TX PAPERWORK:
1     TV Compliance Form                            Programme Delivery Unit
      duly signed by Executive Producer named in    Room 1043, Broadcasting House, Llandaff, Cardiff
      the Commissioning Specification in Schedule   CF5 2YQ
      2

2     First Transmission Form                       Programme Delivery Unit
                                                    Room 1043, Broadcasting House, Llandaff, Cardiff
                                                    CF5 2YQ

3     Bad Language List (Word Document)             Programme Delivery Unit
                                                    Room 1043, Broadcasting House, Llandaff, Cardiff
                                                    CF5 2YQ

4     Post-production script (Word document)        Programme Delivery Unit
                                                    Room 1043, Broadcasting House, Llandaff, Cardiff
                                                    CF5 2YQ

5     If required for programmes including          Programme Delivery Unit
      dialogue in a foreign language, translation   Room 1043, Broadcasting House, Llandaff, Cardiff
      scripts                                       CF5 2YQ

D:    FINAL PAPERWORK:
1     Programme as Completed Form                   Programme Delivery Unit
                                                    Room 1043, Broadcasting House, Llandaff, Cardiff
                                                    CF5 2YQ

2     Music Reporting Form & Cue Sheet              Programme Delivery Unit
                                                    Room 1043, Broadcasting House, Llandaff, Cardiff
                                                    CF5 2YQ
3     Schedule of Residuals                         Programme Delivery Unit
                                                    Room 1043, Broadcasting House, Llandaff, Cardiff
                                                    CF5 2YQ

4     OFCOM FORM (Independent and Regional          Programme Delivery Unit
      Production Confirmation)                      Room 1043, Broadcasting House, Llandaff, Cardiff
                                                    CF5 2YQ

5     On-Screen Portrayal Form                      Programme Delivery Unit
                                                    Room 1043, Broadcasting House, Llandaff, Cardiff
                                                    CF5 2YQ

6     Safeguarding Trust certification of           Business Affairs Assistant
      completion of the required Modules for all
      Production Personnel

E:    ADDITIONAL PAPERWORK
6     Key Agreements                                Business Affairs Assistant




SPORT 2                                       41
                     Delivery Items
Explanatory Notes:

A.     PRE-TAPE DELIVERY PAPERWORK:

1      If shooting on film The Laboratory Access letter found in Schedule 4 should
       be completed and returned.

2      The Facilities House letter found in Schedule 5 should be completed and
       returned.

3.     Approved front and end titles list (including BBC branding, and in drama
       programmes, a reference to URL – bbc.co.uk/drama).

4.     The Television Billing form is to provide essential information for BBC
       Broadcast and Broadcasting Data Services for circulation to listings
       magazines and the Electronic Programme Guides for DSAT & DTT.
       Specific information required can be found at:
       http://home.gateway.bbc.co.uk/wales/info/commissioning/delivery_tv.

B.     PRE-TAPE DELIVERY PUBLICITY MATERIALS:

1.    We need to receive:

          A number (as set out in the Commissioning Specification) of high
           quality colour original images taken by a professional photographer for
           each programme in a series. These can be provided as digital images
           at a minimum size of 1mb as a raw file for set up and episodic shots.
           Alternatively stills can be supplied on original colour transparency film
           or negative film with corresponding contact sheet. All stills should be
           clearly numbered.

          A caption list corresponding with the images, should indicate each
           image number, the programme title, photographer‟s name, the name
           of the subject, presenter or actor(s) who appears in each shot and if
           relevant the character(s) that they play.

          A list of any other approved shots to be supplied.

1.1   Amongst these pictures should be at least two generic set up images which
      best represent the whole series.

      Set up: means posed portraits of main cast, singles and significant pairs and
      groups. Taken under controlled conditions, art directed, lit and styled

      Episodic: Unique images of key scenes or cast in each episode

2.    The Photography must be of professional standard and should be of
      sufficiently different and varying content so as may be used together or
      separately across a broad spectrum of media without compromising each
      other.

      Photographic stills are normally required 9 weeks in advance but our
      press/publicity teams should be involved at as early a stage as possible
      (essential on major series), preferably before filming commences.

      Photographs should be fully cleared of copyright and artists' restrictions,
      including associated moral rights. Where archive or artwork photography is
      being supplied the images should be cleared for publicity without restriction

SPORT 2                                  42
      Note that screen grabs taken from the master are of very limited use, (news
      stories, websites), and are not acceptable for newspaper features or
      magazines.

C1.    FILM, VIDEOTAPE AND SOUND:

1.1    Where the Programme is to be delivered in widescreen videocassette form
       - One 625 line Digibeta 16x9 anamorphic videocassette of the completed
       episodes for transmission.

       These tapes will be transmitted on the digital service in 16x9 and
       simultaneously in 14x9 letterbox on the analogue service. The conversion
       from 16x9 to 14x9 will take place automatically in real time. The picture
       image will be derived directly from the centre of the 16x9 image.
       Therefore, the film must be shot and transferred such that no significant
       action will be lost nor the composition excessively compromised.

1.2    Any deviation from any of the above specification must be greed with Ian
       Pratt in accordance with General Term 9.

       The Programme Delivery Unit will arrange with BBC Wales Post Production
       Resources for a Transmission Review to be carried out, to establish that
       the videocassette is of first class, blemish free quality and is suitable for
       transmission.

       Any deviation from any of the above specification must be agreed with the
       BBC in accordance with General Term 9.

2.     3 timecoded DVDs (Clean copies).

3.     not applicable

4.     As prescribed in Schedule 2 the Commissioning Specification.

C2.   TRANSMISSION PAPERWORK:

1.    TV Compliance Form – in such form as available on the BBC Delivery
      Website:
      http://www.bbc.co.uk/commissioning/delivery/

2.    First transmission Form, also available on the BBC Delivery Website:
      http://www.bbc.co.uk/commissioning/delivery/

3.    Please highlight each and every incidence of Bad Language with a
      programme timecode.

4.    If required, translation scripts in the case of Programmes including dialogue
      in a foreign language.

D.    FINAL PAPERWORK:

1.    Programme as Completed Form - fully completed with contributors and
      copyright information.

2.    Music Reporting Form & Music Cue Sheet

      Both the above are available at:
      http://www.bbc.co.uk/commissioning/delivery/



SPORT 2                                 43
3.   Schedule of Residuals per episode available from Jane Roberts (Tel. 029 203
     22872). This must be delivered in a form that may not be manipulated
     (hard copy, fax or PDF) AND in electronic form to Jane Roberts.


4.   The OFCOM form is available from Jane Roberts or from the BBC website at:
     http://www.bbc.co.uk/commissioning/forms/irpofcom.xls

5.   The BBC Vision On-Screen Portrayal form (available from the BBC website
     at: www.bbc.co.uk/commissioning).

6.   Certified copies of (i) any Key Agreement(s) and (ii) any other agreement
     which provides for the remuneration of any person or party in connection
     with the exercise of the BBC Public Service Rights not pre-paid for as part of
     the cost of production of the Programme.
     Please confirm with Business Affairs Manager if this is required.


                                End of Schedule 3




SPORT 2                                44
                                    SCHEDULE 4

      General Terms Amended pursuant to paragraph 3.9 of the Code Of
                                Practice


1.      DEFINITIONS

In this Agreement unless the context otherwise requires the following expressions
shall have the following meanings:

“Additional Material” - means material based on or related to the Programme or
any episode of it and/or the Footage to include, by way of example only, material
such as out-takes, behind the scenes footage, player/team interviews,
biographies, mini-episodes, highlight packages, preview packages, clips,
applications and non-disc based games designed primarily to support and/or
enhance the public service Programme offering;

“Advances” – as defined in General Term 7.2.1;

“Agreed” – agreed between the Producer and the BBC or the relevant
Commissioner (if appropriate);

“Agreement” - the commissioning agreement between the BBC and the Producer
which includes all Schedules and Annexes hereto;

“Bank” - the bank named in the Commissioning Specification/Editorial and
Business Brief;

“BBC Code of Practice” – the document entitled „CODE OF PRACTICE - BBC‟S
DEALINGS WITH INDEPENDENT PRODUCERS FOR TELEVISION PROGRAMMES
COMMISSIONED BY THE BBC‟ for the time being in force;

“BBC Delivery Items” - the items listed in the Schedule 3;

“BBC‟s Delivery Specifications” - all specifications for BBC Wales transmissions as
are set at http://www.bbc.co.uk/wales/info/sites/delivery/pages/index_tv.shtml


“BBC Guidelines” – all relevant BBC guidelines published at the date of this
Agreement and available on the Relevant BBC Websites and any others
specifically notified to the Producer prior to the first day of principal photography;

“BBC Public Services” – means the BBC‟s publicly funded services howsoever
delivered;

“BBC Public Service Rights” – means the following irrevocable and royalty-free
rights:

(a)    the exclusive right to broadcast, transmit, authorise the transmission of the
       Programme and any part of the Programme, and otherwise make available
       the Programme and any part of the Programme in any of the BBC‟s publicly
       funded services as described in the BBC‟s Royal Charter as amended from
       time to time and howsoever delivered including by authorised third
       parties and/or pursuant to „must-provide‟ obligations in the Communications
       Act 2003, and including but not limited to the exercise of the Primary New
       Media Rights; and

(b)    the right to use or authorise the use of all or part of the Underlying Material
       and all other material whatsoever made or acquired in connection with the

SPORT 2                                   45
      production of the Programme (including the title of the Programme and any
      design trade mark or other similar rights connected with the Programme) as
      are necessary to enable the BBC to exercise the rights granted to it under
      this Agreement; and

(c)   the right to exhibit and show the Programme or any episode of it at
      television or film festivals; and

(d)   the right to produce and distribute publicity and promotional materials
      (including publicity stills and poster shots) relating to the Programme, and
      to use the Publicity Stills delivered by the Producer as part of the Delivery
      Items, in any media; and

(e)   the right to produce and broadcast by such means and in such manner and
      media and at such times as the BBC shall deem fit, trails of the Programme
      and extracts of the Programme for publicity purposes; and

(f)   the exclusive right to complete the Programme if for any reason the
      Producer fails to or is unable to complete the Programme; and

(g)   the exclusive right to exercise the SER; and

(h)   the right to use the Programme for the BBC‟s internal purposes; and

(i)   the right to comply with any statutory obligations; and

(j)   the right to deliver the Programme as part of the BBC‟s transmission service
      to the British Armed Forces and the Community Channel

(k)   the right to grant sub-licences under paragraphs (a) to (k) above.


“the BBC Editorial Representative” - the person named as such in the Special
          Terms;

“Budget” - the detailed estimate of the cost of production and supply of the
Footage and delivery of the Programme and each episode of it prepared by the
Producer;

“the Cash Flow Schedule” - an agreed Schedule setting out the amounts to be
paid by the BBC into the Production Account and the times or dates when they
shall be paid;

“CDPA” - the Copyright Designs and Patents Act 1988 or any statutory
amendment thereof or re-enactment or modification from time to time in force or
regulations made under such Act;

“the Certified Cost” – the cost of production, supply and delivery of the Footage
and the Programme and each episode of it calculated and certified as provided in
General Term 7.5;

“Change of Control” - there is a “Change of Control” if any person acquires shares
in the Producer carrying a majority of the voting rights then currently exercisable
at a general meeting of the Producer or any person acquires the right to control a
majority of the shares in the Producer carrying the voting rights then currently
exercisable at a general meeting of the Producer or any person acquires the right
to appoint or remove a majority of the directors of the Producer;

“Charge” - any charge in favour of the BBC which either the BBC may require in
relation to the Programme under the Special Terms to secure its respective
contribution to the Programme Fee;

SPORT 2                                 46
 “Commissioning Specification” – the document contained in Schedule 2 which has
 been agreed and sets out the detailed specification and requirements of the
 Programme and each episode of it, together with any variations thereto as may be
 agreed in accordance with General Term 9;

 “Compliant BBC Form” – means in a form which complies with the following (or
 such other requirements as the BBC may notify the Producer from time to time or
 publish on a Relevant BBC Website):

 All documents must:
 1.      Include the Producer‟s name and address
 2.      State the name of the BBC Business Affairs Manager (or their authorised deputy)
 3.      State the name of the Programme
 4.      State the Bank account details (where appropriate)
 5.      State the Purchase Order number
 6.      Be made out to the BBC
 7.      Have an Invoice number /unique document reference number
 8.      Have a specific Invoice date / tax point
 9.      State the total and net Value
 10.     Describe goods or services
UK VAT documents:
 11.     Must include VAT registration number

Foreign VAT documents (or equivalent) must state:
 12.     Foreign currency document claiming VAT - the VAT amount quoted in Sterling
 13.     Net amount in foreign currency & VAT quoted - exchange rate must be given
VAT only documents must state:
 14.    The words “VAT only” must appear on the document
 15.    Original invoice number
 16.    Original invoice amount
Copy Documents must:
 17.     Be acceptable to the BBC Business Affairs Manager (or their authorised deputy)
 18.     Show clearly the words “certified copy”
 19.     Have an original signature from the Producer added
 20.     Fax Copy documents are not acceptable

 “Delivery Date” – means the date or dates in the Commissioning Specification by
 which Tape Delivery must be received by the BBC under the terms of this
 Agreement time being of the essence;

 “Full Delivery” – Tape Delivery & Paper Delivery;

 “the Insurances” - the insurances described in General Term 8;

 “Insolvency Events” - any of the following:
 (i)    any step (including application, petition, proposal or convening a meeting)
        is taken with a view to a composition, assignment or arrangement with any
        creditors of the Producer or;
 (ii)   a meeting is convened for the purpose of considering any resolution for (or
        to petition or apply for) the winding up or administration of the Producer or
        any such resolution is passed or;
 (iii)  any person presents a petition for the winding up of, or makes an
        application for the administration of, the Producer or;
 (iv)   an order for the winding up or administration of the Producer is made or;
 (v)    a notice of intention to appoint an administrator is given by the Producer,
        its directors or by a qualifying floating charge holder (as defined in
        paragraph 14 of Schedule B1 of the Insolvency Act 1986) or any
        documents are filed with the court for the appointment of an administrator
        or;
 (vi)   any liquidator, receiver, administrative receiver, administrator or the like is
        appointed in respect of the Producer or any part of its assets or;
 (vii)  any other step (including application, petition, proposal or convening a
        meeting) is taken with a view to the administration, winding up or
        dissolution of the Producer;

 SPORT 2                                          47
“Key Agreements”      –   the   Key   Agreements   listed    in   the    Commissioning
Specification;

 “New Media Extract Rights” means the exclusive right to use extracts or grabs
from the Programme or any episode of it in any online or interactive television
services forming part of the BBC Public Services in whatever format now known or
invented in the future;

“Overcost” – the amount by which the Certified Cost exceeds (or as the context
requires) may exceed the Programme Fee;

“Paper Delivery” – delivery by the Producer to the BBC of the BBC Delivery Items
listed in sections C, D & E of Schedule 3 and any other items which were not
delivered pursuant to Tape Delivery;

“Personnel” - officers,     employees,    consultants,      agents,     representatives,
contractors and advisers;

“Power of Attorney” – any power of attorney which either the BBC may require to
be granted by the Producer in favour of a BBC representative as appropriate;

“Primary New Media Rights” – save as may be amended by the Special Terms
means the right to exercise the Seven-Day-New-Media Rights; the Streaming
Rights; the New Media Extract Rights; and the Primary-Video-on-Demand Rights;
together with the right to re-format, re-programme or otherwise manipulate or
adjust the Programme or any episode to the extent necessary to effect the
efficient transmission of the Programme or the relevant episode in the exercise of
such rights;

“Primary-Video-on-Demand Rights” – save as may be amended by the Special
Terms means the exclusive right within the period of 7 days from the relevant
BBC transmission of the Programme (or relevant episode thereof) to include or
licence the Programme (or part thereof) for inclusion in a video-on-demand
service or near-video-on-demand service forming part of the BBC Public Services;

“Production Account” – the production account for the Programme opened by the
Producer at the branch of the Bank named in the Commissioning Specification;

“Production Schedule” - the schedule containing agreed details of the dates and
times at which the various steps in the production and supply of the Footage and
the Programme and each episode shall be carried out;

“Programme” - the series or strand of programmes from the Event (comprising
both live coverage as well as highlights programmes from the Event) and any
interactive elements associated with such programmes designed primarily for
television broadcasting which the Producer has agreed to produce and deliver to
the BBC as described in the Commissioning Specification and which is the subject
of this Agreement;

“Programme Fee” – the total amount payable by the BBC in accordance with
Special Term 2.1;

“Programme Trade Marks” - the title of the Programme, any trade mark, trade
name, brand name or other word, any letters, numerals, logo or other sign, any
location, place, building or other thing or feature which is used to identify or is
otherwise connected with the Programme, or any part or combination of the
foregoing;

“Publicity Stills” – the publicity stills delivered by Producer to the BBC as one of
the Delivery Items;


SPORT 2                                  48
“Regional Production” – a television production which meets two out of the
following three criteria:
(a) the production company must have a substantive business and production
     base based in the UK outside 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 personal 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 the UK outside the
     M25; and
(c) at least 50% of the production talent (i.e not on-screen talent) by cost must
     have their usual place of employment in the UK 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

“Regional Programme” – a television programme which:
   1.      deals with subject matter of specific interest to people living in the
           region (and of less interest elsewhere); and
   2.      is clearly set within the region and/or features people known to be
           residents of, or have close connections with, the region; and
   3.      meets two out of the following three criteria:
          (a) the production company must have a substantive business and
                production base in the region. 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 the region; and
          (c) at least 50% of the production talent (i.e. not on-screen talent) by
              cost must have their usual place of employment in the region.
              Freelancers without a usual place of employment outside the
              region will nonetheless count for this purpose if they live in the
              region

“Relevant BBC Websites” – the websites listed in Schedule 8 and any others
notified to the Producer from time to time;

“SER” – simultaneous European relay rights, meaning the right to transmit and
authorise the transmission of the Programme or any episode by all and any
technical means in and to Belgium, the Netherlands and Eire (or such other
territories as shall be notified to the Producer by the BBC ) provided that:
(a) such transmission is simultaneous with the BBC‟s transmission in the UK of
       the relevant Programme and utilises unaltered the same signals as are used
       for the UK transmission of the relevant Programme
(b) the Programme so transmitted is not cut altered amended or edited in any
       way
(c) the Programme does not include sub-titles nor dubbing except insofar as
       they are included in the Programme as delivered by the Producer or
       broadcast by the BBC in the UK
(d) except as herein provided any third parties authorised to transmit the
       relevant Programme shall not be entitled to authorise others to exploit the
       relevant Programme nor themselves to make copies thereof save to the
       extent that they are required to do so by law
(e) the BBC shall be solely liable in respect of any payments due to the owners
       of any underlying rights in the relevant Programme in respect of the
       exercise of the rights described herein
(f)    appropriate payment is made for such use;


SPORT 2                                 49
“Seven-Day-New-Media Rights” – save as may be amended by the Special Terms
means the right for the period of 7 days from the relevant BBC transmission of
the Programme or relevant episode to use the Programme (or episode thereof) in
any online, interactive television, or other new media services forming part of the
BBC Public Services in whatever format now known or invented in the future,
which includes for the avoidance of doubt the right to:

1.    download (the transfer and storage of a discrete data file) the Programme (or
      episode or part thereof) by any wire or wireless means including but not
      limited to the internet and to permit access thereto, viewing thereof and
      storage of copies of the BBC Programme so downloaded; and/or

2.    include or licence the relevant episode of the Programme (or part thereof) for
      inclusion in a video-on-demand service or near-video-on-demand service;

“Special Terms” - the Special Terms contained in Schedule 1 constituting part of
the Agreement;

“Streaming Rights” - means the exclusive right to stream (the transfer of an
apparently steady and continuous stream of data without a permanent copy of the
material being made) the Programme (or episode or parts thereof) by any wire or
wireless means including but not limited to the internet (which, for the avoidance
of doubt, may include a live stream of part of the Programme specifically
commissioned for such purpose);

“Tape Delivery” – delivery by the Producer to the BBC of the BBC Delivery Items
relating to the Programme and each episode listed in sections A,B and C, of
Schedule 3 by the relevant Delivery Date for each episode of the Programme time
being of the essence;

“Term” – shall mean for the full period of the copyright in the relevant episode of
the Programme including all extensions, revivals and renewals;

“Third Party Production Finance” – any sums over and above the Programme Fee
which are required by the Producer in order to supply the Footage and produce
and deliver the Programme and each episode to the BBC in accordance with the
terms of this Agreement (including any sums provided by the Producer);

“Third Party Trade Marks” – any Programme Trade Marks not being owned by the
Producer or the BBC including without limitation the marks or logos of the Event
Rights Holder or any sponsor of the Event;

“UK” – the United Kingdom of Great Britain and Northern Ireland the Channel
Islands and the Isle of Man and its territories and waters;

“Underlying Material” – any material of whatever nature (whether specially
commissioned for the Programme or pre-existing), including any Third Party Trade
Marks, any literary, dramatic, artistic or musical material or library or other sound
record or other material in which copyright, design, trademarks or other similar
rights subsist, and which is incorporated into or synchronised with or forms part
of, or of which use is made in connection with the Programme or any episode of it
or any of them;

“Underlying Rights Owner” – the owners of the rights in any Underlying Material;


2.     INTERPRETATION

2.1    Any reference in this Agreement to a Statute or Statutory Instrument
       includes a reference to any Statute or Statutory Instrument amending or


SPORT 2                                  50
      replacing it whether in force at the date of this Agreement or coming into
      force hereafter.

2.2   The headings and sub-headings in this Agreement are for identification and
      convenience only and shall not affect the construction or meaning of any
      provision in it.

2.3   The BBC and the Producer agree that upon request of the other(s) each will
      execute and deliver all such further documents as the other shall reasonably
      request to give effect to the intent and purposes of this Agreement.

2.4   Unless the context otherwise requires, any reference in this Agreement to
      the masculine shall include the feminine and vice versa and the singular the
      plural and vice versa.

2.5   Any expressions used in this Agreement which are defined in the CDPA shall
      (unless the context otherwise requires) have the same meanings as in that
      Act.

2.6   The word “film” “footage” or “programme” as used in this Agreement shall in
      all cases include any associated sound recording.

2.7   In this Agreement the term “including” means without limitation; “include”
      and “includes” shall be construed accordingly.

2.8   In this Agreement any reference to trade marks (whether as defined terms
      or otherwise) includes service marks.

3.    THE PARTIES’ REPRESENTATIVES

      The BBC shall appoint certain persons (as set out in Schedule 1) who shall
      have the power to give specific approvals and reach specific decisions on
      their behalf. Where any of the parties‟ Representatives listed in the Special
      Terms are individually referred to within this Agreement, such reference
      shall be to the specific individual named, and only the approvals or decisions
      of such person shall be binding on the relevant party. Each party may from
      time to time substitute other persons for those appointed and shall notify
      the other parties of any such changes.

4.    PRE-CONDITIONS TO THE BBC’ COMMITMENTS

      THE BBC shall be under no obligation under this Agreement until:

4.1   the Producer has completed and returned and the BBC has approved a
      Commissioning Specification in the form contained in the Schedule 2, signed
      by the Producer and the BBC;

4.2   the BBC and the Producer have agreed the Programme Fee;

4.3   the Producer and the BBC have agreed the Production Schedule (including
      the Delivery Dates);

4.4   the Producer has opened the Production Account with the Bank and at the
      branch of it named in the Commissioning Specification and has delivered to
      the BBC a certified copy of a resolution of the directors of the Producer in a
      form approved by the BBC authorising the opening of the Production
      Account and governing its operation;

4.5   the Producer has effected the Insurances as set out in General Term 8;



SPORT 2                                 51
4.6   the Producer has obtained the BBC's approval of any element in or relating
      to the Programme or any episode of it over which it has an express right of
      approval;

4.7   the Producer has completed a Health & Safety questionnaire to the BBC‟s
      satisfaction.


5.         PRODUCTION

5.1   The Producer shall:

      5.1.1     produce and deliver the Footage to the Event Rights Holder or its
                licensee(s) in accordance with           the BBC‟s reasonable
                requirements;
      5.1.2     produce and deliver the Programme and every episode of it in
                conformity with the Commissioning Specification, the Production
                Schedule, and the BBC‟s Delivery Specifications (time being of the
                essence);

      and in doing so the Producer shall ensure that the Footage and each episode
      of the Programme is technically and pictorially of first-class editorial and
      technical quality and suitable fit and ready for television broadcasting in
      accordance with the BBC Guidelines.

5.2   All documents required to be certified or signed on behalf of the Producer
      shall be certified or signed by a duly authorised signatory of the Producer.

5.3   In making the Programme and each episode and producing the Footage, the
      Producer shall:

      5.3.1   Comply with the BBC Guidelines in relation to the Programme; and

      5.3.2   Comply with all applicable: disability discrimination legislation; data
              protection legislation; health, safety and fire legislation;
              construction design and management regulations; and all
              regulations and orders made under such legislation, and shall
              produce the Footage and the Programme safely. Where reasonably
              required, the BBC shall be entitled to be provided with evidence of
              the Producer‟s compliance herewith.

      5.3.3   Secure the BBC‟s consent to any proposed call-rate charges for
              interactive services relating to any episode of the Programme (not
              to be unreasonably withheld or delayed).


5.4   The Producer shall be entitled to use such BBC libraries as is agreed
      Provided That if the Producer fails to return by the due date or damages any
      material borrowed from BBC libraries then the BBC shall be entitled to
      deduct and retain from the Programme Fee such costs as are reasonable to
      repair or replace the missing or damaged materials

5.5   The BBC shall be entitled at times reasonably convenient to the Producer to
      have access to the venue or any other location during the course of
      production of the Footage and the Programme for the purposes of producing
      publicity & promotional materials (including publicity stills, poster shots and
      trails) relating to the Programme or any episode of it.

5.6   The Producer shall not without the BBC‟ written consent (such consent not to
      be unreasonably withheld or delayed) grant to any third party any security
      interest in or mortgage, charge or other encumbrance over or affecting any

SPORT 2                                  52
      rights in the Footage and/or the Programme or any episode which are
      assigned to the BBC under this Agreement and, having secured their
      consent, the Producer shall procure that any such third party with a security
      interest in or mortgage, charge, or other encumbrance over the Footage
      and/or the Programme or any episode shall deliver to the BBC a non-
      disturbance letter in a form satisfactory to the BBC stating that such secured
      party shall take no action to diminish alter impair or otherwise affect the
      free use and enjoyment by the BBC of all the rights granted to it.


6.    PRODUCTION / TALENT CONTRACTS

6.1   Subject always to the provisions of General Terms 6.2-6.5, in order to
      ensure that the BBC is able to exercise the rights assigned to it under the
      terms of this Agreement, the Producer shall contract all presenters,
      contributors, or other persons involved in the production of the Footage
      and/or the Programme or who has provided services or facilities in
      connection with the Footage and/or the Programme or any episode of it, on
      the basis of collective agreements applicable to the independent television
      production sector or otherwise in accordance with normal practice in the
      independent television production sector.

6.2   Unless otherwise agreed in writing by the BBC Business Affairs Manager the
      Producer shall contract contributions to the Programme and each episode on
      the following basis:

        Musicians                 The Producer shall contract the services of any
                            musicians in connection with the Programme in accordance
                            with the terms of the current agreement between PACT and
                            the Musicians Union as at the date of this Agreement, and
                            the minimum payments made shall be as set out in the
                            Special Terms.

        Presenters/         The Producer shall contract with any interviewees and/or
        Interviewees/       presenter(s) and/or commentators and/or experts or guests
        Commentators/       for the Programme or any episode on terms whereby no
        Experts/guests      further use repeat fees or residuals shall be payable to him
                            or her in respect of any exercise by the BBC or their assigns
                            and licensees of the rights granted to them under this
                            Agreement; and the Producer shall incorporate the following
                            wording into the contract that it enters into with any
                            presenter of any episode of the Programme:
                            “ the Company shall be entitled at any time to
                            cancel/terminate this engagement in accordance with Clause
                            [ ] if [the Presenter] has committed any act or omission
                            which in the Company's or the Broadcaster‟s reasonable
                            opinion would bring the Programme, the Company and/or
                            the Broadcaster into [serious] disrepute or prejudice the
                            production or successful exploitation of the Programme.”

        Archive & Stills    1. In relation to BBC library footage: The Producer shall be
                               entitled (subject to any restrictions in respect of specific
                               footage) to incorporate BBC library footage in which the
                               BBC owns the copyright (“the BBC Footage”) into the
                               Programme or any episode of it for the sole purpose of
                               the exercise of the rights granted to the BBC under this
                               Agreement without making a payment for such use of the
                               BBC Footage provided that the Producer shall ensure that
                               all underlying rights in such BBC Footage are cleared
                               including the clearance of artists, musicians, writers, third
                               party footage and stills (“the Underlying Archive Rights”)

SPORT 2                                 53
                             and shall where necessary obtain and pay for such
                             clearances in respect of the use of the BBC Footage in the
                             Programme or any episode of it. All other rights in the
                             BBC Footage are expressly reserved to the BBC.

                          2. Unless otherwise specified in the Special Terms, the
                             Producer shall acquire such rights in any other archive and
                             stills incorporated into the Programme or any episode of it
                             to ensure that no further use repeat fees or residuals shall
                             be payable in respect of any exercise by the BBC of their
                             rights during the Term.



      Underlying Rights   The Producer shall within the Programme Fee make such
      owners              payments to any owners of any Underlying Rights as are
                          necessary to ensure that no use fees repeat fees or residuals
                          shall be payable in respect of any exercise by the BBC of the
                          rights granted to it under this Agreement for the Term.

      Music               Pre-existing material: the Producer shall supply to the BBC
                          Music Copyright Department details of all pre-existing music
                          (including both existing musical works and existing sound
                          recordings) which the Producer proposes to incorporate in
                          the BBC Programme or any episode of it. If the BBC Music
                          Copyright Department thereafter notifies the Producer that
                          the rights to incorporate any item(s) of such pre-existing
                          music in the Programme or any episode of it             and to
                          exercise such item(s) in accordance with the rights granted
                          to the BBC under this Agreement as part of the Programme
                          have been acquired by the BBC on behalf of the Producer
                          pursuant to certain agreements between the BBC and certain
                          Collecting Societies or other entities including the Mechanical
                          Copyright Protection Society and British Phonographic
                          Industry then the Producer shall not itself be obliged to
                          acquire such rights in respect of such item(s).

                          Commissioned material: The Producer shall within the
                          Programme Fee make such payments in commissioning any
                          specially composed music for incorporation in the
                          Programme or any episode of it as are necessary to ensure
                          that no use fees repeat fees or residuals shall be payable in
                          respect of the exercise of the rights granted to the BBC
                          hereunder save only as may be payable under the paragraph
                          above.

      Production          The Producer shall within the Programme Fee make such
      personnel           payments in engaging the services of the individual director
                          and individual producer and all other production personnel
                          engaged in connection with the production of the Footage
                          and/or the Programme or any episode of it (including
                          without limitation the executive producer and the film crew),
                          and to the extent reasonably possible in respect of all other
                          contributors of rights services and facilities except as
                          otherwise set out in this Agreement (regardless of whether
                          or not any such individuals are a director and/or shareholder
                          of the Producer or otherwise involved in the management of
                          the Producer) as are necessary to ensure that no use fees
                          repeat fees or residuals shall be payable in respect of any
                          exercise by the BBC of the rights granted to it under this
                          Agreement.

SPORT 2                               54
                         When entering into any location agreement in connection
       Locations (other than
       than the Event    with the Programme or any episode of it (other than the
       venue)            Event venue) the Producer shall ensure that no use fees
                         repeat fees or residuals shall be payable in respect of the
                         location in relation to the exercise of the rights granted to
                         the BBC hereunder.
                         The BBC will be responsible for securing access to the Event
                         venue and for ensuring that no use fees repeat fees or
                         residuals shall be payable in respect of the Event venue in
                         relation to the exercise of the rights granted to the BBC
                         hereunder pursuant to the Rights Agreement.

6.3   In contracting for the contributions to the Programme or any episode of it
      as set out in General Terms 6.1 and 6.2; the Producer shall ensure that:

      6.3.1 all necessary union clearances; permissions; and consents have
            been duly obtained and in a timely fashion but in any event before
            the relevant Delivery Dates;

      6.3.2 all necessary consents under Part II of the CDPA have been duly
            acquired to enable the BBC to fully exercise the rights assigned
            under this Agreement;

      6.3.3 the contracts entered into with any credited presenter, contributor
            or other person involved in the production of the Footage or the
            Programme or any episode of it         or who has provided rights
            services or facilities in connection with them shall incorporate all
            consents to make and issue or authorise others to make and issue
            publicity and promotional material (including trails) concerning or
            including such persons (including the right to use their names
            photographs and biographies and recordings of interviews with
            them) without further consent or payment;

      6.3.4    consent is acquired to the incorporation of sequences or extracts
              from the Footage and/or the Programme or any episode of it for use
              in any BBC Public Service (including as part of any other audio-
              visual material) in accordance with General Term 12.3 without
              further payment by the BBC in connection therewith save where
              provided for under General Term 6.2, Provided That the Producer
              shall forthwith notify the BBC of any failure to obtain any such
              consents;

      6.3.5 any agreement for remuneration otherwise than by cash payments
            shall ensure that no use fees repeat fees or residuals shall be
            payable in respect of the exercise by the BBC of any rights
            hereunder unless expressly approved under General Term 6.2;

      6.3.6 a waiver has been acquired in relation to any so-called moral rights
            under the CDPA

      6.3.7 there is no provision in such agreements which at the date of this
            Agreement would render the contributor and/or the Producer in
            breach of the BBC Guidelines.

6.4   The Producer shall secure the approval of the BBC Business Affairs
      Manager (not to be unreasonably withheld or delayed) before executing

      (i)     any Key Agreement; and



SPORT 2                                55
       (ii)   any other agreement which provides for the remuneration of any
              person or party in connection with the exercise of any of the BBC‟s
              rights not pre-paid for as part of the cost of production of the
              Programme.

       All such documents shall be submitted to the BBC for approval in first draft
       form at the earliest stage practicable and the Producer shall make all such
       amendments thereto as the BBC shall reasonably require before sending
       such first draft document to the proposed parties (or their agents).


7.    FINANCE

7.1   Subject to the provisions of this Agreement, and to the Producer complying
      with its obligations under it, the BBC shall pay the Programme Fee to the
      Producer as stipulated in the Special Terms.

7.2   In accordance with the Special Terms the BBC shall cash-flow the
      Programme Fee to the Producer and:

      7.2.1   the cash flow payments advanced by the BBC to the Producer in
              accordance with the Cash Flow Schedule (the “Advances”) shall be
              made provided that the Producer has complied with General Term
              7.6 in respect of such sums;

      7.2.2   any Advances made shall become immediately repayable if:

              (i)       subject to General Term 18.3.6(ii), the BBC elect to exercise
                        their right to take over the production of [the Footage and]
                        the Programme or any episode of it under General Term 18.1
                        or;

              (ii)      the BBC elect to exercise their rights to terminate this
                        Agreement under General Terms 20 or 21.3

      7.2.3   subject always to General Term 7.6 below, the Advances shall be
              paid into the Production Account in such manner and at such times
              as set out in the Special Terms and into which no other monies shall
              be paid and out of which all costs incurred or expended in
              accordance with this Agreement in connection with the supply of the
              Footage and the production of the Programme and every episode
              shall be paid which payments shall be made in accordance with the
              resolution relating to the opening and operation of the Production
              Account described in General Term 4.4 or any resolution amending
              it which has been agreed by the BBC.

7.3   Not applicable.

      Value Added Tax
7.4   All sums payable or considerations made in connection with this Agreement
      shall be exclusive of any Value Added Tax (“VAT”) that may become payable
      on them.

      Overspend/Underspend
7.5   As soon as possible (but not later than 60 (sixty) days after the last episode
      of the Programme is delivered to the BBC) the Producer shall furnish the
      Programme Finance Manager with a detailed statement of the cost of
      production of the Programme and each episode of it which shall if required
      by the BBC be certified to be accurate by the Producer‟s production
      accountant (“the Certified Cost”). The cost of certifying such statement shall


SPORT 2                                   56
    be provided for in the Programme Fee and paid by the Producer as part of
    the cost of production of the Programme.

    7.5.1   The costs to be included in the Certified Cost shall be the aggregate
            of the sums paid or payable by the Producer in accordance with this
            Agreement in producing and delivering the Footage and the
            Programme and every episode of it and shall be reduced by the sale
            of any production goods or materials (acquired by the Producer
            during the course of production of the Programme or any episode of
            it which are to be sold by the Producer with the net proceeds being
            credited to the Production Account)

    7.5.2   If the Certified Cost of the Programme is less than the Programme
            Fee and if the BBC Programme Finance Manager is satisfied that the
            production and delivery of the Programme and every episode of it
            at a cost of less than the Programme Fee has not been achieved at
            the expense of the content or quality of production of the
            Programme or any episode, the Producer shall after discussion and
            reaching agreement with the BBC Programme Finance Manager be
            entitled to a sum equal to one half of the difference.

    7.5.3   The Producer shall not be in breach of its obligation to produce the
            Programme in conformity with the Programme Fee if any amount
            allowed for in the Programme Fee is exceeded so long as the total
            expenditure does not exceed the total Programme Fee including any
            sum allocated in respect of general contingencies.

    7.5.4   If either party becomes aware that there may be an Overcost in
            respect of the cost of production of the Programme it shall notify
            the others thereof and the Producer shall forthwith:

            (i)     prepare and submit to the BBC Programme Finance Manager
                    a full statement of account containing details of costs
                    incurred but not yet paid for and an estimate of costs likely
                    to be incurred to complete the production of the Programme
                    and every episode of it; and

            (ii)    submit detailed proposals for reducing the cost of the items
                    allowed for in the Programme Fee; and

            (iii)   comply with any requirements of the BBC Programme
                    Finance Manager as to the reduction of the production
                    expenses and incurring of obligations; and

            (iv)    apply any interest earned on the Programme Fee in payment
                    of production expenses

    7.5.5   If in spite of any steps taken pursuant to sub-clause 7.5.4(iii) there
            is Overcost in respect of the Programme but such Overcost has
            arisen either because of the requirements of the BBC not allowed
            for in the Programme Fee or with the BBC Programme Finance
            Manager's approval or on his/her or their instructions or in the
            circumstances described in sub-clause 7.5.8 or otherwise except for
            a reason described in sub-clause 7.5.6 the Programme Fee shall be
            increased by the amount of such Overcost and the BBC shall
            provide the further sums necessary to cover such Overcost in the
            form of additional programme finance but shall also if the Overcost
            is material but has not arisen in circumstances described in sub-
            clause 7.5.8 at its election be entitled to take over the production
            pursuant to Clause 16


SPORT 2                               57
      7.5.6   If the BBC Programme Finance Manager shall be of the reasonable
              opinion that any Overcost has arisen because of any wilful negligent
              or deliberate act or omission of the Producer he/she or they shall
              notify the Producer in writing of such opinion and the reasons
              therefore and the Producer shall be entitled within 5 (five) working
              days of receipt of the BBC' notice to make written representations
              to the BBC in respect of such opinion

      7.5.7   If the BBC Programme Finance Manager in the exercise of his/her
              reasonable judgement remains dissatisfied with the Producer's
              written representations he/she or they shall be entitled to;

              (i)     require the Producer to apply the production fee or part of it
                      in reduction of the Overcost; and

              (ii)    in addition to or instead of its right under sub-paragraph
                      7.5.7 (i) take over the production of the Programme or any
                      episode of it in accordance with Clause 16.


      7.5.8   For the avoidance of doubt any failure of the BBC to comply with
              matters of a procedural nature in relation to Overcost shall not
              affect their rights under sub-clause 7.5.7 (i) and (ii) above.




      Payment of invoices

7.6   The BBC shall pay the sums due to the Producer under this Agreement
      within 10 (ten) working days of receipt of an invoice in Compliant BBC Form
      (or for cash flow payments under Special Term 2.2, on receipt of a written
      request in Compliant BBC Form).

7.7   The Producer shall deliver to the BBC the following reports in Approved Form
      at such times as are specified in the Cash Flow Schedule or if no times are
      specified then at such reasonable intervals as may from time to time be
      required throughout the period of production:

      7.7.1   A “Production Report” describing the progress on the production
              and how and why (if it does) it differs from the Production Schedule
              (at the stages set out in the Commissioning Specification or the
              Budget);

      7.7.2   A “Cost to Date Report” showing the costs incurred on the
              production broken down under the Budget headings;

      7.7.3   An “Estimated to Complete Report” showing the estimated cost of
              completing production of the Footage and the Programme and
              every episode of it broken down under the Budget headings;

      7.7.4   Notify the BBC Programme Finance Manager of any forecast or
              likely event or problem which could jeopardise production and/or
              delivery of the Footage and/or the Programme or any episode of it
              in accordance with the terms of this Agreement.

       Audit rights


SPORT 2                                  58
7.8     The Producer shall maintain complete and accurate books and records
        (including receipts and invoices) relating to expenditure on the production
        of the Footage and the Programme and every episode of it.

7.9     The Producer shall maintain complete and accurate records as required to
        evidence and substantiate the Producer‟s warranty set out in the Special
        Terms as to whether the Programme and every episode of it qualifies as a
        Regional Production and/or Regional Programme.

7.10    The BBC by their servants and agents shall have the right upon giving
        reasonable notice at any time and from time to time at reasonable hours to
        inspect take excerpts from and copy the Producer's books and records and
        all other documents relating to the production and delivery of the Footage
        and the Programme or any episode of it as referred to in General Terms
        7.9.and 7.10 at the address of which the Producer shall notify the BBC in
        writing.


8       INSURANCE

8.1     The Producer shall promptly arrange and maintain:

        8.1.1 insurance against:

               (a)   all risks normally insured against in accordance with the
                     customary practice of prudent film and television producers
                     who specialise in live coverage of major sports events; and

               (b)   any additional risks as may be reasonably required by the BBC
                     to protect their legitimate interests in connection with the
                     Footage and the Programme or any episode of it; and

               (c)   if applicable and required, Film Union insurance

            with such reputable insurance company or companies Provided That:

               1. it shall secure the BBC‟ written approval of the terms of the
                  policies to be taken out in respect of the production of the
                  Footage and the Programme or any episode of it (not to be
                  unreasonably withheld or delayed)

               2. In the event that the Producer is also supplying online and/or
                  interactive elements as part of the Programme, then the
                  Producer must also have appropriate technical errors and
                  omissions insurance from a reputable insurance company; and

       8.1.2   with a reputable insurer adequate public liability insurance and,
               where applicable, product liability insurance and/or professional
               indemnity insurance and/or E&O insurance which shall be no less
               than five million pounds sterling (£5,000,000).

       The Producer shall secure the BBC‟ prior written approval to the Insurances.

8.2    The Producer shall maintain the Insurances (paying any premiums payable
       by the Producer when due) and shall ensure that the BBC is named as an
       insured person to the extent required to protect its interests under this
       Agreement.

8.3    The Producer shall comply with all the conditions and warranties in the
       policies and shall not do or permit to be done anything which might result in
       any of the Insurances lapsing or becoming void or voidable.

SPORT 2                                  59
8.4    If anything happens which might give rise to a claim under any of the
       Insurances the Producer shall forthwith inform the BBC and shall consult
       with the BBC about the making and settling of any claim insofar as relevant
       to the BBC‟ interests under this Agreement.

8.5    The Producer shall produce to the BBC on demand copies of the Insurances,
       and receipts for premiums required to be paid in relation to such policies.

8.6    Any monies due in settlement of any claim shall be paid into the Production
       Account.

9     EDITORIAL PROCESS

9.1     The Producer shall give the BBC Editorial Representative reasonable
        advance notice of the dates, times and venues of any principal production
        meetings and/or proposed viewings not otherwise set out in the Production
        Schedule.

9.2     The BBC Editorial Representative shall at any time be entitled to view and
        inspect all rushes of the Footage and/or the Programme or any episode of
        it and any cut sequences of the Programme or any episode of it and any
        sound-recording or soundtrack and to be present at principal production
        meetings and at the venue or any other location or studio (including
        without limitation the Producer‟s facilities at the venue) where the
        Programme or any episode of it is being made. The Producer shall take full
        account of all reasonable comments and representations made by the BBC
        Editorial Representative and, provided that the BBC Editorial
        Representative shall have given due regard to any representations made
        by the Producer, the Producer shall comply with any requests for retakes,
        re-edits or additional material to be included in the relevant episode of the
        Programme.

9.3     Where any request made by the BBC Editorial Representative under
        General Term 9.2 is to ensure compliance with the Commissioning
        Specification, any and all costs relating thereto shall be the Producer‟s
        responsibility. Where any such request constitutes a change to the
        Commissioning Specification, the Producer, the BBC Programme Finance
        Manager and the BBC Business Affairs Manager will engage in timely good
        faith discussions regarding any additional cost arising from the request.
        The Producer shall not incur any such cost until the BBC Programme
        Finance Manager and the BBC Business Affairs Manager have confirmed in
        writing:

        9.3.1 The nature of the request

        9.3.2   Whether any additional costs are agreed to be funded by
                compensatory changes to other items in the Budget or as an
                additional sum to be paid by the BBC

        9.3.3 The amount of any additional sum payable by the BBC, which shall
              be paid in accordance with General Term 7.6

        If either the BBC or the Producer becomes aware of any circumstances
        whereby it is either necessary or desirable to amend the Commissioning
        Specification, such party shall notify the other as soon as reasonably
        practicable.    Following such notification, the procedure set out in this
        General Term 9.3 shall be followed in relation to the payment of any
        additional costs arising.



SPORT 2                                   60
9.4    Any consultations and requests for approvals addressed to any party under
       this Agreement shall be made in sufficient time to enable the recipient to
       give consideration to and reply in respect of the matter in question within a
       reasonable period of time taking account of the Production Schedule.

9.5    For the avoidance of doubt, the BBC shall not in any circumstances be
       under any obligation to fund any costs arising under this General Term 9
       unless the BBC Business Affairs Manager and the BBC Programme Finance
       Manager have confirmed the arrangement in writing in accordance with the
       terms of this Agreement.      Similarly the Producer is not under any
       obligation to make any changes requested by the BBC that constitute an
       amendment to the Commissioning Specification until such confirmation has
       been received from the BBC Business Affairs Manager and BBC Programme
       Finance Manager.

9.6    The Producer shall give effect to all changes reasonably required by the
       BBC Editorial Representative when editing the BBC Programme or any
       episode of it Provided That such changes are required in order to:

       9.6.1 meet the BBC's broadcasting standards from time to time in force

       9.6.2   comply with the provisions of this Agreement including the
               Commissioning Specification

       9.6.3 comply with the BBC's necessary scheduling exigencies

       9.6.4 conform with any obligations imposed by law or with legal advice
             received by the BBC.


9.7    If at any time following acceptance of Tape Delivery the BBC requires
       further changes to comply with General Terms 9.6.1, 9.6.2, 9.6.3, 9.6.4
       the Producer shall be offered the opportunity to carry out such changes at
       the BBC's cost but if it refuses or is unable to do so the BBC shall be
       entitled itself to carry out or require a third party to carry out such changes

9.8    Notwithstanding anything contrary contained in the provisions of this Agreement
       the BBC shall be entitled to add sub-titles or signing or audio description to the
       Programme or any episode of it for the benefit of visually or hearing impaired
       viewers. For the avoidance of doubt, if the Producer is supplying any material
       or services in connection with any Programme related website, the Producer
       shall comply with the Web Development Guidelines contained on the Relevant
       BBC Websites.

9.9    Notwithstanding the provisions of this General Term 9 and for the
       avoidance of doubt, the Producer agrees that the BBC shall have final
       editorial control in connection with the production of the Programme or any
       episode of it (and the production of any publicity & promotional materials
       that the BBC is entitled to produce) in accordance with the terms of this
       Agreement.



10.    CREDITS AND COPYRIGHT NOTICE

10.1   The BBC shall be entitled to approve all credits prior to their incorporation
       in the Programme or any episode of it including without limitation a
       production credit in accordance with the BBC Guidelines, Provided that the
       form size and position of such credits and logo shall be approved by the
       BBC Editorial Representative in advance of such incorporation and to this
       intent the Producer shall provide the BBC Editorial Representative as soon

SPORT 2                                  61
       as practicable after commencement of production with a list of all proposed
       credits indicating their size and position in relation to the Programme or
       any episode of it.

10.2   The BBC undertakes to honour all screen credit obligations agreed under
       General Term 10.1 incorporated in the transmission copy of the
       Programme or any episode of it but any inadvertent failure on the BBC's
       part to comply with this undertaking shall not be deemed a breach of this
       Agreement.

10.3   The Producer shall include on the transmission copy of each episode of the
       Programme a copyright notice in the form described in the Commissioning
       Specification


11.    DELIVERY

11.1   The Programme and each episode of it shall not be treated as completed
       and delivered unless Tape Delivery and Paper Delivery have both been
       accepted by the BBC.

11.2   Acceptance of Tape Delivery and Paper Delivery under General Term 11.1
       shall be in the BBC‟s absolute discretion, provided always that in either
       case, delivery shall be deemed accepted after expiry of 30 days from
       receipt by the BBC, unless notified otherwise (or accepted in writing)
       earlier.

11.3   Upon request by the BBC, the Producer shall:

       11.3.1 at any time, promptly deliver to the BBC any documentation or
              materials that may be required to substantiate and evidence the
              Producer‟s warranty set out in the Special Terms as to whether the
              Programme and every episode of it          qualifies as a Regional
              Production or Regional Programme;

       11.3.2 grant a Power of Attorney to carry out the actions referred to in
              General Term 18.3.1;

       11.3.3 deliver the publicity stills and promotional DVDs as set out in the
              Commissioning Specification sooner than the Delivery Date, any
              such earlier date to be agreed in good faith by the parties;

11.4   For the avoidance of doubt, any acceptance of incomplete Paper Delivery
       shall not be deemed to be a waiver of the BBC's right to demand and
       require completion of Full Delivery).


12     RIGHTS GRANTED TO THE BBC

12.1   The Producer hereby as beneficial owner and with full title guarantee
       assigns to the BBC absolutely (and this assignment shall operate as a
       present assignment of the future copyright in any material not in existence
       at the date of this Agreement):

       12.1.1 the entire copyright in all languages throughout the universe
              (including all rights to renewals and extensions of copyright) in the
              Footage and in the Programme and every episode of it and the
              Programme Materials and all of them (including all rushes and
              outtakes) and in the Publicity Stills delivered to the BBC as part of
              the BBC Delivery Items


SPORT 2                                 62
       12.1.2 all such rights in the Underlying Material as are necessary to enable
              the Footage and the Programme or any episode of it to be exploited
              without restriction throughout the universe in all languages by all
              means and in all media (whether such means or media are now
              known or hereafter invented or developed); and

       12.1.3 all the Producer's right title and interest in all languages throughout
              the universe in and to all other material whatsoever made or
              acquired in connection with the production of the Footage and the
              Programme or any episode of it including (without limitation) the
              Programme Materials and the benefit of all contracts relating to the
              Footage and the Programme or any episode of it entered into by the
              Producer; and

       12.1.4 all rights to exhibit distribute or otherwise howsoever to exploit the
              Footage and the Programme or any episode of it by all or any
              means in all media in all languages throughout the universe
              including (without limitation) the right to assign the same or to
              grant sub-licences and the right to authorise third parties to do the
              same

       BUT expressly excluding any Third Party Material TO HOLD the same unto
       the BBC absolutely throughout all terms or periods during which such
       rights or any of them are or may be conferred or protected by the law in
       force in any part of the world and thereafter so far as possible in
       perpetuity.


12.2   The Producer hereby sells and the BBC hereby purchases all physical
       material created acquired or manufactured by the Producer in connection
       with the Footage and the Programme or any episode of it including
       (without limitation) the Programme Materials and all negative and positive
       material tapes sound material and recordings props costumes equipment
       and other similar material including without limitation the BBC Delivery
       Items.

12.3   For the avoidance of doubt it is acknowledged that the BBC shall be
       entitled but not obliged:

       12.3.1   to exercise the BBC Public Service Rights (subject only to the
                Special Terms) freely and without limitation so far as is possible in
                perpetuity; and

       12.3.2   to use and authorise the use of any extracts from the Footage and
                /or the Programme or any episode of it in the BBC Public Services
                (including as part of any other audio visual material)

       without making any further payment to the Producer but subject always to
       the payment of such use repeat fees or residuals as may be payable to any
       other persons in respect thereof provided any such further use fees or
       residuals have been approved in writing by the BBC as appropriate.


12.4   For the avoidance of doubt, the BBC shall not be deemed to be in any
       breach of this Agreement if any broadcast or transmission of the
       Programme or any episode of it by means of the Public Services is capable
       of being received outside of the UK provided the broadcast or transmission
       was intended for reception within the UK.

12.5   Without prejudice to General Term 6.1, the Producer shall ensure that the
       BBC shall have the benefit of and is entitled to enforce all contracts

SPORT 2                                  63
       including licences) relating to the Programme or any episode of it entered
       into by or on behalf of the Producer in order that the BBC can exercise, or
       sublicense the exercise of, the rights assigned to it under this Agreement,
       and the Producer shall at the request of the BBC, provide the BBC with
       documentary evidence of compliance with this General Term 12.5.

12.6    At the request of the BBC the Producer shall reversion or re-edit the
       Programme or any episode of it as the BBC may require for the following
       purposes: (1) in pursuance of its programme policy governing the
       suitability of material contained therein and/or the demands of accurate
       timing on presentation; (2) for adaptation in connection with the exercise
       of the BBC Public Service Rights on non-television platforms; Provided that
       (1) any such re-editing or reversioning is undertaken at the BBC‟s expense
       (the level of which shall be pre-agreed in writing by the parties) and (2)
       any such editing or reversioning shall not impair continuity, and the
       definition of the Programme in this Agreement is hereby varied to include
       any such re-versioned or re-edited version of any episode of the
       Programme or any part of it.

12.7   In relation to all goods and materials created or acquired in connection
       with the Footage and the Programme or any episode of it remaining after
       delivery of the Programme and every episode of it and not being BBC
       Delivery Items or already belonging to the BBC pursuant to this General
       Term 12 it is agreed as follows:

       12.7.1    the property and copyright in the Programme Materials and all
                 negative and positive material and tape produced in the
                 production of the Footage and the making of the Programme or
                 any episode of it shall belong to the BBC and the Producer shall
                 deliver it to the BBC or dispose of it as instructed by the BBC;
                 and

       12.7.2    any other goods or materials acquired by the Producer during the
                 course of production of the Footage and the Programme or any
                 episode of it shall:
                 (a)    if required be delivered to the BBC and their reasonable
                        second-hand value deducted from the Certified Cost or
                 (b)    if possible be sold and the net proceeds credited to the
                        Production Account and any such goods or materials
                        remaining unsold at the time the cost of production is
                        certified shall belong to the BBC.

12.8   BBC‟s copyright:
       For the avoidance of doubt, nothing in this Agreement shall transfer or
       assign to the Producer any copyright anywhere in the world (including all
       rights to renewals and extensions of copyright) in any publicity and
       promotional material (including any publicity stills, poster shots and trails)
       which is created by or on behalf of the BBC pursuant to the rights granted
       under this Agreement.

12.9   It is agreed that where any specific arrangements are to be undertaken in
       connection with any interactive element of the Programme or any episode
       of it, such arrangements shall be agreed in good faith in advance between
       the BBC and the Producer and shall be confirmed in a separate agreement.



13.    PUBLICITY / PROMOTION / MARKETING / TRAILS

       Without prejudice to General Term 12:


SPORT 2                                  64
13.1   The Producer acknowledges that any and all publicity promotional and
       marketing activities and materials concerning this commission and/or
       transmission of the Programme or any episode of it shall be carried out
       solely by or on behalf of the BBC and the BBC agrees to use reasonable
       endeavours to consult with the Producer in relation to any material the BBC
       proposes to issue which makes reference to the Producer by name,
       provided that the Producer provides any comments to the BBC within a
       maximum of 7 days of request. The BBC agrees that if it accords credit to
       any performer or talent in any business-to-business publicity material that
       it produces, it shall also accord credit to the Producer.


14.    DISTRIBUTION / EXPLOITATION

       See Special Term 6


15.    WARRANTIES AND INDEMNITIES

       Producer‟s Warranties:

       The Producer warrants and undertakes as follows:

15.1   At the date of this Agreement the Producer is an Independent Producer
       within the meaning of Paragraph 3 of The Broadcasting (Independent
       Productions) Order 1991 as amended

15.2   The Producer is a company duly and properly organised and existing
       according to English or Scottish law and is a qualifying person in
       accordance with section 206 of the CDPA and that it has the power and
       authority to enter into this Agreement and to perform its obligations under
       it and to grant the rights hereunder

15.3   The individual executing this Agreement on behalf of the Producer has
       been fully empowered and authorised by the Producer to execute this
       Agreement

15.4   Except to the extent that such rights are or become vested in the BBC and
       subject to any particular provisions contained in the Special Terms:

       15.4.1   the Producer has or will by the Delivery Date have acquired and
                shall retain throughout the Term all rights necessary to enable the
                Producer to assign the entire copyright and all other rights in the
                Footage and the Programme or any episode of it             and the
                Programme materials and all of them to the BBC under this
                Agreement; and

       15.4.2   the Producer has or will by the Delivery Date have acquired all
                such rights in the Underlying Material, in the Publicity Stills, and in
                the products of the services of all the Performers and other
                persons supplying rights services and facilities in respect of the
                Footage and the Programme or any episode of it to enable the
                BBC to fully exercise all rights granted to them under this
                Agreement without any restriction whatsoever and without the
                obligation to make any further payment except in respect of:

                (i)    such rights as are normally controlled by performing rights
                       societies
                (ii)   repeat fees or residuals to the extent (if any) that the
                       Producer is under this Agreement not obliged to pay them
                       as part of the Programme Fee

SPORT 2                                  65
15.5   Nothing in the Footage or the Programme or any episode of it will:

       (i)     contain material or information that is defamatory or otherwise
               unlawful or that may threaten, harass, disrupt or otherwise violate
               the legal rights (including rights of privacy and publicity) of third
               parties;

       (ii)    infringe the personal proprietary rights (including intellectual
               property rights) of any third party anywhere in the world; or

       (iii)   promote illegal or unlawful activities;

       and the Producer shall use best endeavours to ensure that the Footage
       and/or the Programme and every episode of it will not contain material
       that is obscene, pornographic, or indecent.

15.6   Without prejudice to General Term 15.5 (ii) above, the Producer will use
       best endeavours to carry out all relevant searches checks and negative
       checks (including for all unregistered rights) to ensure that no third party
       intellectual property right exists that the exercise of any rights by the BBC
       under this Agreement may infringe.

15.7   The Producer has the right to assign the rights under General Term 12 and
       has not entered and will not enter into any agreements licensing or
       assigning or purporting to licence or assign any rights to any third parties
       which are inconsistent with or would derogate from the rights assigned to
       the BBC hereunder

15.8   No person other than the BBC is or will become entitled without the BBC's
       consent to broadcast any programme based on the Event in the UK during
       the Term and any extensions thereof so as to conflict with or derogate
       from the rights granted to the BBC hereunder.

15.9   To the best of the Producer‟s knowledge and belief after all due and diligent
       enquiry, there are no claims or proceedings pending or threatened which
       might adversely affect the production and delivery of the Footage and/or
       the Programme or any episode of it or the rights granted to the BBC
       hereunder.

15.10 In carrying out its obligations under this Agreement the Producer shall
      comply with all applicable laws, regulations and codes of practice.

15.11 The Producer shall provide the sums required to fund (and will procure
      provision of) the Third Party Production Finance (if any) at such times as to
      enable the Producer to produce and deliver the Footage and the
      Programme and every episode of it in accordance with the terms of this
      Agreement.

15.12 The Producer shall not, and shall procure that its sub-licensees shall not,
      do or omit to do anything which would bring the Event the Programme or
      any episode of it or the BBC into disrepute or infringe the BBC Guidelines.

15.13 Any underlying contracts which are not delivered to the BBC as part of
      Delivery do not require any additional payment whatsoever to any person
      or party in connection with any exercise of any rights under the terms of
      this Agreement

15.14 There are no security interests, mortgages, charges or other
      encumbrances over or affecting the rights granted to the BBC under this


SPORT 2                                   66
       Agreement and there is no agreement or commitment to give or create
       any such security interests, mortgages, charges or other encumbrances.

15.15 The Producer has not stopped payment and is not insolvent nor unable to
      pay its debts according to section 123 of the Insolvency Act 1986 and no
      steps have been taken with a view to the winding-up, administration or
      administrative receivership of the Producer or making any composition,
      assignment or arrangement with any creditors of the Producer.

15.16 In producing the Footage and the Programme and every episode of it and
      generally carrying out its rights and obligations under the terms of this
      Agreement, the Producer (and its staff and all persons engaged by it for
      the purposes of this Agreement) shall ensure that its production staff are
      familiar with the information, guidance and requirements contained on the
      Relevant BBC Websites.

15.17 The Programme Fee is no less than 25% of the Budget.


       Producer‟s Indemnity

15.18 The Producer shall indemnify and keep indemnified the BBC against all
      actions, claims, costs (including reasonable legal costs and settlement
      costs and payments made on the advice of Counsel), proceedings,
      damages, expenses, or fines arising directly out of any breach or non-
      performance by the Producer of any warranty given by it or obligation
      undertaken by it in this Agreement.

       BBC‟s warranties

15.19 The BBC shall comply with any credit billing logo or copyright requirements
      as approved by the BBC under General Term 10 above, and shall not
      delete such approved credits due to personnel individuals and corporations
      concerned in the writing preparation production and presentation of the
      Programme or any episode of it and it will not delete any part of the
      approved main or end titles of the Programme or the copyright notice.


16.    TAKEOVER

16.1   The BBC (save as provided below) shall have the right to take over the
       production of the Footage and the Programme or any episode of it upon
       giving written notice to the Producer of their election to do so if:

       16.1.1   the Producer is in material breach of any of its warranties
                undertakings or obligations under this Agreement other than a
                remediable breach of which the BBC give the Producer notice and
                which is corrected within 7 (seven) days of such notice; or

       16.1.2   any Insolvency Event occurs or;

       16.1.3   if the Producer ceases or threatens to cease to carry on business
                or;

       16.1.4   the BBC elect to enforce their rights pursuant to General Term
                19.4 or;

       16.1.5   a person who has signed a Key Agreement relating to the
                provision of their individual services in connection with the
                Footage and the Programme or any episode of it shall die or be
                unable or unwilling to fully and properly to render their services as

SPORT 2                                 67
                required under their Key Agreement and the Producer shall be
                unable to procure the engagement within fourteen (14) days of a
                substitute individual approved by the BBC (acting reasonably)
                provided that should the Producer subsequently secure an
                acceptable substitute individual the Producer shall then have the
                option of completing the Programme or any episode of it on the
                terms of this Agreement or;

        16.1.6 the Producer undergoes a Change of Control which in the BBC‟s
               reasonable opinion is demonstrably prejudicial to the BBC


       PROVIDED that where the BBC is in default of its obligations to pay the
       Programme Fee or any part of it under the Agreement in circumstances
       where it is not entitled pursuant to this Agreement to withhold such
       payment or any part of it and shall not have remedied the default within
       ten (10) working days of receiving written notice from the Producer the
       BBC shall not have the right to exercise the Takeover Rights.

16.2   Without prejudice to the BBC‟s right to take over production of the Footage
       and the Programme or any episode of it, if any of the circumstances set
       out in General Term 16.1 occurs the BBC shall be entitled at their absolute
       discretion to waive such rights and to release the Producer from any
       obligation under this Agreement that requires the Producer to expend any
       material sums of money. In such case this Agreement shall continue in
       force subject to such waivers.

16.3   If the BBC (but subject to below) elects to take over the production of the
       Footage and the Programme or any episode of it:

       16.3.1   The Producer or the person authorised under the Power of
                Attorney shall:

                (i) assign to the BBC all contracts relating to the Footage and the
                    Programme to which the Producer is a party (including for the
                    avoidance of doubt, the benefit of any contract relating to the
                    provision of Third Party Production Finance); and

                (ii)     deliver to the BBC all such material used in the production of
                       the Footage and the Programme as the BBC may request,

                and the BBC shall be responsible for performing the Producer's
                obligations under all contracts as from the date of their
                assignment to the BBC and shall keep the Producer fully
                indemnified at all times from and against all claims arising out of
                any breach after the date of such assignment of any such
                obligations;

       16.3.2   The Producer and the BBC shall arrange that cheques drawn on
                the Production Account do not require to be signed on behalf of
                the Producer and the Producer shall not undertake any further
                obligation in relation to the Footage and/or the Programme or any
                episode of it;

       16.3.3   The BBC shall have the right to proceed with the production and
                completion of the Footage and/or the Programme or any episode
                of it in such manner (if at all) as they (but subject to Clause 16.5
                below) may deem advisable;

       16.3.4   All expenditure incurred by the BBC or by its nominated
                replacement producer in connection with the production of the
SPORT 2                                    68
                Footage and/or the Programme or any episode of it shall be
                included in the Certified Cost Report;

       16.3.5   The BBC or (if appropriate) its nominated replacement producer
                shall pay any sums to any relevant third parties as are necessary
                and reasonable to cover the existing financial obligations of the
                Producer properly incurred in accordance with the Budget which
                are outstanding and unpaid at the date of the written notice to the
                Producer under General Term 16.1 above; and

       16.3.6   In circumstances where the Special Terms provide for the BBC to
                cash flow the Programme Fee:

                (i) the BBC shall not be obliged to make any further cash flow
                    payments under Special Term 2; and

                (ii) the BBC shall release the Producer from the obligation to
                     repay the Advances, save for an amount equal to the amount
                     (if any) standing to the credit of the Production Account that
                     represents any unspent Advance(s) or parts thereof;

       16.3.7   The Producer shall indemnify the BBC against liability to any other
                party as a result of any act or omission occurring prior to the BBC
                exercising any or all of its rights under this General Term.

16.4   Nothing in this General Term 16 shall be construed so as to limit or impair
       any other rights or remedies which the BBC may have under this
       Agreement or at law or in equity by reason of any breach by the Producer
       of any of its warranties undertakings or obligations under this Agreement.


17.    ABANDONMENT OF PRODUCTION

       The BBC shall be entitled, at any time after takeover of the Footage and
       the Programme or any episode of it pursuant to General Term 16, to
       abandon the production of the Footage and the Programme or any episode
       of it and if it does so the provisions of General Term 16.3.1, 16.3.2,
       16.3.4, 16.3.5, 16.3.6, 16.3.7 and 16.3.8 and 16.4 shall nevertheless
       apply.

18.    TERMINATION

18.1   The BBC (but subject to Clause 18.4 below) shall have the right to
       terminate this Agreement upon giving written notice to the Producer of its
       election to do so if:

       18.1.1   The Producer is in material breach of any of its warranties
                undertakings or obligations under this Agreement other than a
                remediable breach of which the Producer receives notice and
                which is corrected within 7 (seven) days of such notice or;

       18.1.2   any Insolvency Event occurs or;

       18.1.3   if the Producer ceases or threatens to cease to carry on business
                or;

       18.1.4   a person who has signed a Key Agreement relating to the
                provision of their individual services in connection with the
                Footage and/or the Programme or any episode of it shall die or be
                unable or unwilling to fully and properly to render their services as
                required under their Key Agreement and the Producer shall be

SPORT 2                                 69
                unable to procure the engagement within fourteen (14) days of a
                substitute individual approved by the BBC provided that should
                the BBC subsequently wish to commission an alternative
                programme based on the Event but which takes into account the
                unavailability of such original key individual the Producer shall
                have the first negotiating right to produce such alternative
                programme or;

       18.1.5   the Producer undergoes a Change of Control which in the BBC‟s
                reasonable opinion is demonstrably prejudicial to the BBC.

18.2   Upon termination under General Term 18.1 above, and without prejudice
       to General Term 18.3 below the Producer shall be released from all its
       obligations to the BBC under this Agreement, save for where the BBC cash
       flows the Programme Fee, the Producer‟s obligation to repay the Advances,
       and the BBC shall not be obliged to take delivery of the Programme or any
       episode of it or pay the Programme Fee or make any further cash flow
       payments to the Producer.

18.3   Nothing in this General Term 18 shall be construed so as to limit or impair
       any other rights or remedies which the BBC may have under this
       Agreement or at law or in equity by reason of any breach by the Producer
       of any of its warranties undertakings or obligations under this Agreement.

18.4   In the event that the BBC fails to pay any instalment of the Programme
       Fee to the Producer in accordance with the Cashflow Schedule and General
       Term 7 above or as otherwise agreed with the Producer, the Producer may
       serve upon the BBC a notice in writing specifying the breach and requiring
       the same to be remedied within ten (10) working days from the date of
       service of the notice. If after expiry of such ten (10) working days the
       BBC has not remedied the breach, then the Producer shall be entitled to
       serve upon the BBC a notice terminating this Agreement forthwith but
       without prejudice to its other remedies.


19.    FORCE MAJEURE

19.1   If the production of the Footage and/or the Programme or any episode of it
       is prevented hindered or delayed by any cause not within the control of the
       Producer (and a strike or lock-out shall not be deemed within the control of
       the Producer unless in the opinion of the BBC it has been caused by some
       act or omission of the Producer) each party shall be entitled by written
       notice given to the other to suspend performance of its obligations
       hereunder and the parties shall consult with each other and use their best
       endeavours to limit and reduce expenditure on the production while the
       suspension continues.

19.2   Any suspension shall be effective from the date the circumstance giving
       rise to it first arose or occurred and during any suspension period each
       party shall be excluded from the performance of its obligations under this
       Agreement to the extent of the prevention, hindrance or delay.

19.3   If any suspension continues for more than 5 days each party shall be
       entitled by written notice forthwith to terminate this Agreement and such
       termination shall be effective from the effective date of the suspension or
       first suspension.


19.4   If either party terminates this Agreement pursuant to General Term 19.3
       the BBC (but subject to General Term 18.4) shall be entitled to take over
       the production of the Programme or any remaining episodes upon giving
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            written notice to the Producer of its election to do so. General Term 16.3
            shall apply and the Producer shall have no further interest whatsoever in
            the Programme or the Footage or under this Agreement.

     20.    COMMISSIONING OF FURTHER PROGRAMME OR ANY EPISODE OF
IT

            Not Applicable

     21.    CONFIDENTIALITY

     21.1   Each party shall keep any confidential information relating to the business
            affairs of the other party and its associated companies secure and
            protected against theft, damage, loss or unauthorised access. Neither
            party will disclose any such information to any third party other than the
            personnel of the recipient or the personnel of its associated companies who
            need to know such information for the purposes of acting under and
            pursuant to this Agreement and who are made aware of and have agreed
            to comply with this General Term 21.1. Any disclosure of such information
            by the Producer to PACT is only permitted on the basis that PACT shall also
            comply with the provisions of this General Term 21.1. The obligations of
            this General Term 21.1 shall not apply to any disclosure of information
            which is required by law or by a competent regulatory authority (subject to
            General Term 21.2 below), and shall cease to apply to any information
            which has come into the public domain through no fault of the recipient or
            which was at the date of disclosure already in the public domain or the
            possession of the recipient.

     21.2   If either party is required to disclose information by law or by a competent
            regulatory authority, the party required to make such disclosure shall give
            notice to the other party. The party required to make disclosure shall
            have the right to disclose any part of the information of the other party
            solely to the extent that it is legally required to do so pursuant to an order
            of a court of competent jurisdiction or governmental authority provided
            that each party shall use its reasonable endeavours to limit disclosure
            under this General Term 21.2 and to provide the other party with an
            opportunity to make representations to the relevant court or governmental
            authority

     22.    NOTICES

            All notices given by the parties under this Agreement shall be in writing
            and shall be given in the language of this Agreement, shall be addressed to
            the BBC Business Affairs Manager and the BBC Editorial Representative,
            and deemed delivered as follows:

     22.1   by hand - upon delivery; or

     22.2   by first-class prepaid registered or recorded delivery post and by airmail if
            to an overseas address - 48 (forty-eight) hours (120 (one hundred and
            twenty) hours if to an overseas address) after posting; or

     22.3   by any facsimile or other system which prints the notice at the receiving
            end - upon despatch

            Provided That:

            (a) no notice shall be deemed to have been given or served unless
                addressed to the relevant BBC Representative as set out in the Special
                Terms or to such other address of which that person shall have
                informed the giver or server of the notice in writing;

     SPORT 2                                  71
       (b) a notice given or served on a Saturday Sunday or public holiday or
           outside normal business hours at the place where it is received shall
           not be deemed given or served until the next commencement of
           normal business hours there.


23.    GENERAL

       Entirety
23.1   This Agreement represents the entire understanding between the parties
       and supersedes all prior agreements, whether oral or written, between the
       parties in relation to its subject matter. Neither party has entered into this
       Agreement on the basis of, or has relied on, any statement or
       representation (whether negligent or innocent) except those expressly
       contained in this Agreement.

23.2   Except as expressly set forth in this Agreement, neither party grants to the
       other by implication, estoppel or otherwise, any right, title, licence or
       interest in any intellectual property right.

23.3   The parties acknowledge that they are not relying on any understanding,
       arrangement, statement, representation, warranty, condition or term
       which is not set out in this Agreement. All understandings, arrangements,
       statements, representations (other than fraudulent misrepresentations),
       warranties, conditions and terms (including, but not limited to, implied
       warranties and/or conditions as to satisfactory quality and fitness for
       purpose) other than those set out in this Agreement are hereby excluded
       to the maximum extent permissible by law.

23.4   No provision of this Agreement shall operate to:-

       23.4.1   exclude any provision implied into this Agreement by English law
                and which may not be excluded by English law; or

       23.4.2   limit or exclude any liability, right or remedy to a greater extent
                than is permissible under English law including in relation to (1)
                death or personal injury caused by the negligence of a party to
                this Agreement or (2) fraudulent misrepresentation or deceit.

       Variation
23.5   No amendment or variation of the terms of this Agreement shall be valid or
       binding unless made by prior written agreement between the parties and
       signed by their duly authorised representatives, who for the purposes of
       the BBC is the BBC Legal & Business Affairs Manager.

       Waiver
23.6   No waiver by either party of a breach or a default hereunder shall be
       effective unless in writing and signed by both parties and no such waiver
       shall be deemed to be a waiver of any subsequent breach or default of the
       same or similar nature. No failure or delay by either party in exercising
       any rights, power or privilege under this Agreement shall operate as a
       waiver thereof nor shall any single or partial exercise by any party of any
       right, power or privilege preclude any further exercise thereof or the
       exercise of any other right, power or privilege.

       No Partnership
23.7   Nothing in this Agreement shall constitute or be deemed to constitute a
       partnership, joint venture or employment relationship between the parties
       or constitute or be deemed to constitute either party as agent of the other
       for any purpose whatsoever. Neither party shall act or describe itself as the

SPORT 2                                  72
       agent of the other party nor shall either party have or represent that it has
       any authority to make commitments on behalf of the other.

       Publicity
23.8   The Producer shall not, and shall procure that its Personnel shall not, make
       any announcement, or comment upon, or originate any publicity, or
       otherwise provide any information to any third party (other than its legal
       advisors) concerning this Agreement including the existence of this
       Agreement, the terms of this Agreement, the performance of this
       Agreement and/or any dispute or disagreement relating to this Agreement
       without the prior written consent of the BBC.

       Governing Law
23.9   This Agreement shall be interpreted in accordance with the laws of England
       and Wales and any dispute or other matter arising hereunder shall be
       subject (and the parties hereby submit) to the exclusive jurisdiction of the
       English Courts.


      Rights of Third Parties
23.10 This Agreement does not create or confer any rights under the Contracts
      (Rights of Third Parties) Act 1999 enforceable by any person who is not a
      party to this Agreement.

      BBC Right to Assign
23.11 The BBC shall be entitled without the consent of the Producer to assign or
      novate this Agreement (or any of its rights or obligations under this
      Agreement) to any company which is directly or indirectly owned and/or
      controlled by the BBC (which for the avoidance of doubt is governed by the
      BBC‟s Royal Charter).

      Producer non-assignment
23.12 This Agreement is personal to the Producer and the Producer shall not
      assign, transfer, sub-license, sub-contract, charge, or otherwise deal with
      the rights granted to the BBC or any obligations on the part of the
      Producer under this Agreement save as expressly set out in this Agreement
      without the prior written consent of the BBC unless such dealing is required
      pursuant to a Change of Control of the Producer which occurs as part of a
      bona fide solvent restructuring within its Group (for the purposes of this
      General Term „Group‟ shall have the meaning as defined in Schedule 7 to
      this Agreement). Any consent that the BBC may grant may be conditional
      upon the relevant party entering into a novation agreement with the BBC
      and the Producer whereby such party undertakes to perform and to be
      bound by the terms of this Agreement as if such party were a party to this
      Agreement ab initio in lieu of the Producer. For the avoidance of doubt,
      BBC consent shall not be required in connection with the sub-licensing of
      the Distribution Rights in accordance with General Term 14.

      Infringement
23.13 If the BBC or the Producer becomes aware of any actual, threatened or
      suspected infringement by a third party of any of the BBC‟s or the
      Producer‟s rights under this Agreement (including the Programme Trade
      Marks), the party that is aware of such action shall give the other written
      notice of such action and the Producer shall within a reasonable period of
      time (to be specified in the notice from the BBC) take appropriate action to
      enforce and preserve the BBC‟s and the Producer‟s rights in the
      Programme under this Agreement.

23.14 The BBC shall provide such cooperation or assistance in this connection as
      may be required by the Producer to meet its obligations under General
      Term 23.13 above, including joining the action as a party; and the

SPORT 2                                 73
       Producer shall reimburse the BBC with its costs of proving any such
       assistance cooperation and action.

23.15 In the event that the Producer shall not have taken any action by the end
      of the period specified in the notice, the BBC shall be entitled (but not
      obliged) to take any legal or other action (including in the name of the
      Producer) against any such third party and the Producer shall provide such
      cooperation or assistance in this connection as may be required, including
      joining the action as a party; and shall reimburse the BBC with the cost of
      taking such action.

23.16 The provisions of General Terms 23.13, 23.14 and 23.15 shall also apply to
      any action taken by the BBC, including any action for injunctive relief or
      the like under the CDPA and/or the Trade Marks Act 1994 against an
      infringer and shall in no way limit the BBC‟s rights under the CPDA and/or
      the Trade Marks Act 1994.

      Severability
23.17 If any provision of this Agreement is declared by any judicial or other
      competent authority to be void, voidable, illegal or otherwise unenforceable
      then the remaining provisions of this Agreement shall continue in full force
      and effect.    The judicial or other competent authority making such
      determination shall have the power to limit, construe or reduce the
      duration, scope, activity and/or area of such provision, and/or delete
      specific words or phrases as necessary to render, such provision
      enforceable.

23.18 Authority to bind
      Where the provisions of this Agreement specify that a particular
      representative of the BBC is to confirm or approve a particular obligation or
      right of either of the BBC under the terms of this Agreement, only such
      specified individual has the authority to bind the relevant Commissioner in
      relation to such obligation or approval.

23.19 Further Assurances
      Each party shall, as and when requested by the other party, do all acts and
      execute all documents as may be reasonably necessary to give effect to
      the provisions of this Agreement.

23.20 No obligation to broadcast
      For the avoidance of doubt, nothing contained in this Agreement shall
      oblige the BBC to exercise the rights granted hereunder.




SPORT 2                                 74
                                   Schedule 5
                              Relevant BBC Websites



The BBC Commissioning              bbc.co.uk/commissioning/
Website

General Guidelines                 bbc.co.uk/guidelines
(includes:
    Editorial (including Online
     Services Guidelines;
    bbc.co.uk Standards and
     Guidelines
    Credit Guidelines

Independent Producer               http://www.bbc.co.uk/commissioning/tv/business/joint_promo
Joint Promotion Guidelines         tions.pdf

The BBC Delivery Websites:
    general delivery info         bbc.co.uk/delivery
                                   bbc.co.uk/commissioning/delivery/finalsteps.shtml#onscreen
    technical standards           bbc.co.uk/guidelines/delivering_quality/delivery_tv.shtml
    Compliance Guidelines         bbc.co.uk/commissioning/delivery/ondeldate.shtml

BBC Policies Website               bbc.co.uk/info/policies/
(including the Fair Trading
Guidelines)

Programme Duration                 bbc.co.uk/durations
Guidelines

Credit and Branding                bbc.co.uk/credits
Guidelines                         bbc.co.uk/branding


Interactive TV Guidelines          bbc.co.uk/commissioning/structure/interactivetv.shtml
                                   bbc.co.uk/commissioning/newmedia/itv.shtml




SPORT 2                                      75
          Annex 1 Cashflow




SPORT 2          76
Signed for            )
and on behalf         )
of the BBC by:        )   ……………………………………………………………………
                          Name:

                          Print name: IFER ARCH……………………………..




Signed for            )
and on behalf         )
of the Producer by:   )   ……………………………………………………………………
                          Name:

                          Print name…………………………………………………..


Witnessed by:             …………………………………………………………………….
                          Name:

                          Print name: ………………………………………………..




SPORT 2                      77

				
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