Strategic Partnership Deed of Agreement between the BBC and S4C

Transcription

1 Strategic Partnership Deed of Agreement between the BBC and S4C

2 This Deed of Agreement is made the 17th day of October 2006 between: THE BRITISH BROADCASTING CORPORATION, a corporation incorporated under Royal Charter, whose principal office is at Broadcasting House, 1 Portland Place, London W1A 1AA ( BBC ); and S4C of Parc Ty Glas, Llanishen, Cardiff, CF14 4DU ( S4C ). It is agreed and this Deed witnesses as follows: 1. Introduction 1.1 This Strategic Partnership Agreement between the BBC and S4C recognises the responsibilities and traditions of both organisations in providing high-quality public services to audiences in the Welsh language. 1.2 The Agreement further recognises that both S4C and the BBC perform critical roles in supporting and nurturing the development of the Welsh language, and that the public value of Welsh language services, across various media and platforms, will benefit from a closer strategic partnership between the two broadcasters. 1.3 Under s 58 of the Broadcasting Act 1990 the BBC is under a statutory duty to provide the S4C Authority (free of charge) with sufficient television programmes in Welsh to occupy not less than 10 hours transmission time per week, and to do so in a way which meets the reasonable requirements of the S4C Authority. Nothing in this Agreement diminishes or replaces that statutory duty. 1.4 As recommended in the Laughton Review (an independent review of S4C commissioned by the Secretary of State for Culture, Media and Sport and published in July 2004), the BBC and S4C by this deed agree on the principles and procedures according to which a range of programmes and other services will be provided by the BBC to S4C, financed by the licence fee, appropriate for the needs of public service broadcasting in the medium of Welsh. 1.5 As proposed in the White Paper entitled A public service for all: the BBC in the digital age presented to Parliament by the Secretary of State for Culture, Media and Sport in March 2006, this Agreement represents a new settlement between the BBC and S4C, which provides clarity to S4C about the levels of funding involved, together with control over the commissioning of the programmes to be provided and how the budget is used, but consistent with the BBC s editorial values and obligations to the licence fee payer. 1.6 This Agreement shall cover the BBC contribution to S4C between January 2007 and December 2009 and will be subject to full review by the BBC Trust and S4C Authority jointly during S4C recognises that the BBC must operate within the duties placed upon it by its Royal Charter and the Agreement between it and the Secretary of State for Culture, Media and Sport and must deal with the licence fee as set out therein. The BBC recognises that S4C is a statutory entity. As such S4C derives its

3 powers from statute and is unable to act in a manner that is outside the specific powers granted to S4C by Parliament. S4C is under a duty to spend its grantin-aid in accordance with the provisions of the Broadcasting Acts 1990 and 1996 and the Communications Act The word partnership throughout this document is defined as the process of two bodies acting together with goodwill and co-operation. Nothing contained in this Deed shall be taken to imply that a legal partnership exists between the BBC and S4C. 1.9 References in this Agreement to the BBC s Royal Charter and its Agreement with the Secretary of State for Culture, Media and Sport and to any statute, statutory provision, regulation, rule or code shall be construed as a reference to such Charter, Agreement, statute, statutory provision, regulation, rule or code as amended, modified, replaced or re-enacted from time to time. 2 Scope of the Agreement 2.1 This Agreement and in particular the process set out at paragraph 5 shall be underpinned by two balancing obligations: On the BBC to recognise that S4C is solely responsible for delivering its remit, its statutory duties (including duties in respect of expenditure of grant in aid) and its additional activities and objectives as set out in its Corporate Plan, Programme Strategy and Annual Programme Policy. The BBC both in its consultation and in its proposals, will respond positively and practically to S4C s overall programme strategy, and so seek to maximise the value delivered to the S4C services and audiences On S4C to recognise, within its reasonable requirements and subject to s58 of the Broadcasting Act 1990, that the BBC s programming contribution to S4C s services is an important element of the BBC s remit and overall delivery to Welsh language audiences of its public purposes and the public service characteristics enshrined in its Charter and Agreement. Further, S4C recognises that the BBC and its Trust are solely responsible both for how they do this and for the value for money of the BBC s expenditure, subject always to section 58 of the Broadcasting Act The BBC s contribution of television programmes to S4C 3.1 The BBC shall provide S4C (free of charge) with sufficient television programmes in Welsh to occupy not less than 10 hours transmission time per week pursuant to its statutory obligations (the Contributed Programming ) for exhibition on S4C s public services (primarily on S4C s digital channel and, where required by S4C, simultaneously on S4C s analogue channel and on other S4C public service channels). The Contributed Programming shall be original first run Welsh language programming ( original meaning new UK content and not repeats or acquisitions, except as agreed within the annual planning process set out in paragraph 5 below and set out within the Editorial Synopsis, and first run meaning that the Contributed Programming shall be exhibited in accordance with Appendix 3). Unless otherwise varied in the

4 Editorial Synopsis, S4C shall have the rights in the Contributed Programming which are set out in Appendix 3 ( the Terms of Supply ). 3.2 Without limitation to the BBC s statutory duty and commitment referred to at paragraphs 1.3 and 3.1 above the actual number of hours of programmes to be provided to S4C each year shall be determined during the annual planning cycle described below, and shall be subject to approval by the S4C Authority within the framework of its approval of the S4C annual programme policy and by the BBC Trust within the BBC s annual strategic governance framework, and shall be included in the definition of Contributed Programming. Approval from either organisation shall not be unreasonably withheld or delayed. 3.3 The parties acknowledge that the provision by the BBC of broadcasts of the proceedings of the National Assembly for Wales, currently broadcast on S4C2, shall be in addition to the Contributed Programming. 4 Financial level of the BBC contribution 4.1 Subject to paragraphs and Note 1, between 2007 and 2009 the annual financial value of the Contributed Programming and other programme-related and non-programme contributions (including, without limitation to the generality of the foregoing, sub-titling) from the BBC as reflected in each annual programming plan (together the BBC s Contribution ) will be as follows: m budgeted m forecast m forecast Note 1 The figures above are subject to a 2.5% tolerance to allow for short-term timing differences across the calendar year end. Any variances from the figures set out above would be matched by balancing variances in the following period, save that the sums set out above must be expended in full on the BBC s Contribution by the end of 2009, unless otherwise agreed by S4C. 4.2 For the avoidance of doubt the BBC may at any time increase the budgeted figure for 2007 and/or the forecast budget for 2008 and 2009 and will inform S4C of any such decision. 4.3 Any BBC proposal to reduce the planned real financial value of the contribution from the levels indicated in this Agreement shall be subject to prior consultation between the S4C Authority, the BBC Trust and the Audience Council for Wales (ACW) under the BBC s Royal Charter. 4.4 The BBC Trust shall not consent to any reduction in the financial level of the contribution unless it is satisfied that the public value of the BBC s contribution to S4C, and the S4C service as a whole, shall not be reduced by the proposed change.

5 4.5 If BBC management can demonstrate to the BBC Trust that it has been able to generate savings in the provision of Contributed Programming without reducing the quality and public value of the BBC s contribution to S4C and the S4C services as a whole, BBC and S4C management shall be invited to discuss and explore together ways in which such savings could be used, for example in funding additional programming or services of value to Welsh language audiences. Any proposals identified jointly by the BBC and S4C management for the deployment of such savings shall be put to the S4C Authority, the ACW and the BBC Trust for consideration with a view to reaching agreement between them on such deployment. After full consultation with the S4C Authority and ACW, the BBC Trust will make the final decision on the manner in which such savings shall be used for the benefit of Welsh language audiences within the context of this Strategic Partnership Agreement. 5. Annual editorial planning framework 5.1 In this section, in all cases where agreement is required between the BBC and S4C, or between ACW and the Authority, or between the BBC Trust and the Authority, each party shall be under an equal and balancing obligation to use all reasonable endeavours to reach such agreement. Neither party shall act unreasonably or cause undue delay. 5.2 The parties shall take the steps set out in Appendix 1, within the timescales set out therein, in order to deal with the editorial planning and performance assessment of the Contributed Programming. 5.3 At the outset of the first annual planning cycle under this Deed, the BBC shall, in agreement with S4C, define its commitments and core programming obligations in line with each of the BBC s public purposes and Charter obligations. 5.4 At the outset of each annual planning cycle (see Appendix 1) and within the context of the annual budgets noted in paragraph 4.1 above, the BBC (acting through BBC Wales) shall consult S4C management about S4C s likely requirements of BBC programming in contributing to S4C s published Programme Strategy. 5.5 In developing its programming response to S4C s Programme Strategy the BBC shall enter into discussion with S4C in order to seek to agree whether they consider the contribution of core and other programming meets the reasonable requirements of the S4C Authority and the public purposes required by the BBC. 5.6 To evidence the total annual financial value of the BBC s Contribution as set out at 4.1, BBC Wales shall prepare a programming plan, which shall be based upon S4C s published Programme Strategy (as approved by the S4C Authority), and which shall include hours of output by genre; an Editorial Synopsis for each programme strand and performance indicators consistent with the BBC Trust s public value measurements [see paragraph 9]. 5.7 The Editorial Synopsis will contain the editorial specification and format, details of topicality and ancillary content, the subject matter for individual programmes

6 (where agreed within the annual planning process), variations to the Terms of Supply, delivery dates, technical standards, public value performance measurements and S4C s targets. The Editorial Synopsis will be in the form set out at Appendix 2. The delivery dates in each Editorial Synopsis will be such as to allow S4C sufficient time to view the Contributed Programming in advance of transmission, except for live programming or other programming which, by its nature, needs to be made so close to transmission that it is not reasonably practicable for S4C to be given the opportunity to view it in advance of transmission. 5.8 Consultation between the BBC and S4C shall continue within the timescales set out in Appendix 1 until the programming plan has been agreed. 5.9 Once the programming plan has been agreed, the S4C Authority and the ACW shall assess the plan in consultation with the management of BBC Wales and S4C, and any proposal to revise the substantive editorial contribution shall require the approval of both management teams On final agreement of the programming plan, the joint recommendation of the ACW and S4C Authority shall be submitted to the BBC Trust for approval within the BBC s annual strategic governance framework In the event that agreement cannot be reached: (i) (ii) between the BBC and S4C under paragraph 5.3, 5.5 or 5.8 above; or between the ACW and S4C Authority under paragraph 5.10 above, the position shall be reported to the BBC Trust and to the S4C Authority In the event that: (i) (ii) failure to agree is reported to the BBC Trust and to the S4C Authority under paragraph 5.11 above; or the Trust does not approve the recommendation put to it by the ACW and the Authority jointly under paragraph 5.10 above, the Chairmen of the Trust and the Authority shall meet with a view to reaching a final agreement upon those matters. That meeting may, at the discretion of the Chairmen jointly, take place under independent chairmanship if, in the opinion of both Chairmen, this is likely to be conducive to reaching such agreement Where a meeting is to be held in the circumstances set out in paragraph 5.12 above, the Chairmen may consult further with and invite further proposals from their executives and the ACW Where, despite the reasonable endeavours of both parties, a final agreement cannot be reached between the Trust and the Authority, both parties acknowledge that S4C should have control over the commissioning of the

7 Contributed Programming and how the amounts set out in paragraph 4.1 are used, but consistent with the BBC s editorial values and obligations to the licence fee payer If the parties are unable to agree on the interpretation and extent of their obligations under paragraph 5.14 or otherwise under this Deed, the Trust and the Authority shall each reach its own conclusion internally on those matters, shall detail its conclusion and the reasons for it to the other party, and shall accordingly take any appropriate action The BBC and S4C, the BBC Trust and the S4C Authority shall act in goodwill and jointly endeavour to ensure that the programming plan proposed for broadcast during each calendar year is approved by June of the preceding year in line with the planning cycle detailed here (see Appendix 1) The BBC warrants that the BBC s Contribution supplied to S4C pursuant to this Agreement shall be in accordance with the final programming plan and the Editorial Synopses (as may be varied by agreement between the BBC and S4C) If the BBC is or will be unable to supply any Contributed Programming to S4C in accordance with the relevant programming plan or Editorial Synopsis, due to any event beyond its reasonable control which had not occurred or was not foreseen at the time when the relevant programming plan or Editorial Synopsis was finalised, the BBC shall promptly notify S4C of that event and its consequences for the Contributed Programming. The BBC shall, in consultation and agreement with S4C and at the BBC s own cost, make appropriate variations to the affected Contributed Programming so as to minimise, so far as is reasonably practicable, any adverse effects of the event in question. Subject to it complying with this paragraph 5.18, the BBC shall not be deemed to be in breach of paragraph 5.17 to the extent that it would otherwise be in breach of that paragraph by reason of the event in question Without prejudice to and notwithstanding all the preceding provisions of this section, the final decision as to whether to broadcast any of the Contributed Programming shall rest solely with S4C. 6. Editorial Responsibility 6.1 Decisions on editorial matters regarding the Contributed Programming will be taken in accordance with the annual planning framework and process set out at paragraph 5 above. As set out at paragraph 5.7 and in Appendix 2, the Editorial Synopsis will contain the editorial specification. 6.2 The BBC acknowledges that S4C as broadcaster will have the final decision on when to transmit the Contributed Programming on its services. 6.3 The BBC shall advise S4C of its plans in relation to any new technology or application which is relevant to the BBC Contribution and the parties shall discuss the same and reflect any matters agreed by them in respect of such new technology or application in the Editorial Synopses.

8 . 7. Annual performance review 7.1 The BBC recognises that the S4C Authority is under a duty to prepare and publish an Annual Report to Parliament on the performance of its public services. The S4C Authority will set the specific annual targets for its public services in its annual statement of programme policy. This will include without limitation statutory targets, targets set by Ofcom, targets set out in S4C s corporate plan as well as reference to Ofcom s requirements for public service broadcasting. 7.2 The S4C Authority and BBC Trust (advised by the ACW) shall review the performance of the BBC s contribution annually and separately against the declared targets referred to in paragraph 9, and in the context of overall S4C channel performance. The S4C Authority shall be invited to share its assessment with the BBC Trust prior to the conclusion and publication of the Trust s own assessment. 7.3 In all cases where reasonable concerns are raised by the S4C Authority regarding the performance of the BBC s contribution against the agreed targets, the Trust and Authority shall be under an equal and balancing obligation to use all reasonable endeavours to resolve these matters. They should consult the ACW, and BBC Wales and S4C management as may be necessary to inform such a resolution. 7.4 In addition to the requirements set out at paragraph 5, the senior executives of both the BBC and S4C shall convene regular and joint executive meetings to assess and monitor the impact of the BBC contribution against the agreed targets and to share information on programme content, the production process and scheduling. 8. Compliance of the BBC Contribution with S4C Compliance and Legal requirements 8.1 With regard to the BBC s contribution of programmes and services, the BBC agrees that this requirement places obligations on the BBC to provide programmes and services that comply with, and enable S4C to fulfil, S4C s legal and compliance responsibilities as a broadcaster. 8.2 The BBC warrants that: all programmes and services supplied as part of the BBC s Contribution will be produced in accordance with BBC guidelines, including but not limited to the BBC s Editorial Guidelines, the BBC s Child Protection Policy and the BBC s Health and Safety Policy, and will be compliant with the legal and compliance obligations which apply to S4C s services;

9 8.2.2 the technical delivery materials and paperwork for the BBC s Contribution shall comply with S4C s technical requirements as published from time to time; and all waivers rights and consents which may be required for the exercise of the rights as set out in the Terms of Supply and/or otherwise set out in the Editorial Synopsis including without limitation moral rights, all performers proprietary rights, copyright licences in respect of third party copyright material, the making available right and the rental and lending rights, the rights of communication to the public and satellite and cable retransmission rights and the agreement by all relevant persons shall be obtained prior to broadcast of the Contributed Programming by S4C. Nothing in this paragraph 8.2 shall prejudice the provisions of paragraph The BBC confirms that the BBC continues to indemnify S4C and the S4C Authority for any legal liability, whether founded in tort, contract or otherwise howsoever, arising from the production, contents or broadcast of any programme, services or billing provided to S4C by the BBC. S4C shall notify the BBC in writing of any such claims as soon as reasonably practicable after S4C is formally notified of the relevant claim, but S4C s rights under the indemnity in this paragraph 8.3 shall not be prejudiced or affected by any failure to comply with this obligation. S4C shall permit the BBC to fully participate, at its own cost and subject to the BBC keeping details of such claim and its defence confidential (save as required by law or applicable regulation), in the defence of any claim provided S4C does not settle such claim without the BBC s prior agreement (such agreement not to be withheld where a settlement is proposed on the basis of advice by experienced counsel). 8.4 The BBC shall also enable S4C managers to view a programme or script in advance of transmission if they are concerned it may not fulfil the requirements of the Communications Act 2003, the S4C Authority Codes or Ofcom s Programme Codes, except in the case of live programming or programming which, by its nature, needs to be made so close to transmission that it is not reasonably practicable for S4C managers to be given the opportunity to view it in advance of transmission. However these materials shall only be supplied after the programme has been completed. 8.5 If S4C consider that a programme is or is likely to be in breach of S4C s compliance or legal obligations, S4C shall request the BBC to edit the programme to make it compliant with S4C s obligations. The BBC shall take serious note of any points in respect of compliance made by S4C and wherever possible will seek to respond to S4C's concerns by amending the programme in order to make it compliant with S4C's obligations and the BBC's own editorial obligations. The decision on whether to alter the programme will lie with the BBC. Any failure to agree and any failure to amend the programme will not diminish the obligations of the BBC as set out in s58 of the Broadcasting Act 1990 and paragraphs 8.1 to 8.3 above. 8.6 The final decision on whether and when to transmit the programme (on the S4C channels) will lie with S4C. As set out at paragraph 5.7 and in Appendix 2, the Editorial Synopsis will contain planned delivery dates.

10 8.7 Any complaints received in respect of the BBC s Contribution shall be dealt with in accordance with the procedure set out in Appendix Annual Performance Objectives 9.1 The BBC Trust (in consultation with the ACW) and S4C Authority shall seek to agree a series of targets and indicators to measure the success of the BBC s contribution to S4C, which shall include, but shall not be limited to, the following categories: Reach and usage: the BBC s overall contribution to S4C should reach a broad range of viewers and, (where appropriate or noted in the Editorial Synopsis), be widely used, with S4C viewers being provided with a significant amount of high-quality content to enjoy Quality and distinctiveness: the BBC s programmes should aim to contribute to the high quality, distinctiveness and creative excellence of the S4C services Impact: the BBC s contribution should have impact with Welsh language television audiences, with the constituent parts of this characteristic being that programmes should be challenging, engaging and memorable and (where appropriate) entertaining Cost and value-for-money: the BBC s contribution should represent value-for-money to licence-fee payers Original: The Contributed Programming must comprise new first run UK content and not repeats or acquisitions, except as agreed within the annual planning process Ability to contribute to S4C s achievement of its strategic aims Compliance with the statutory Programme Standards required of S4C services. 9.2 The Editorial Synopsis will include a set of performance indicators (in the form set out at Appendix 2) for the programmes which constitute the BBC s contribution for the year in question, in order to contribute to the annual review of performance. 9.3 Where, despite the reasonable endeavours of the BBC Trust and S4C Authority, an agreement cannot be reached on appropriate performance targets, the Trust shall make a final determination on behalf of licence fee payers and the S4C Authority shall make a final determination in respect of appropriate performance targets for S4C services. 9.4 The BBC Trust shall publish in advance the overall budget and performance indicators that they expect the BBC s contribution to S4C to meet, and only following consultation with the S4C Authority [see paragraphs 4 and 6]. The S4C Authority s annual published Programme Policy will set out in advance the

11 targets they expect the overall S4C Service (including the BBC s contribution) to meet. 10. Accountability 10.1 The BBC Trust and S4C Authority shall seek to ensure that the development and fulfilment of the Strategic Partnership Agreement are guided by the complementary public goals of both organisations Both bodies shall seek to create a stronger and more systematic link to the views of Welsh language audiences. To this end, the executive teams of BBC Wales and S4C shall be invited to explore new ways of providing Welsh language viewers and listeners with the opportunity to contribute their views on a wide range of topics, exploiting traditional and multi-media fora. Where appropriate audience feedback shall be routinely shared by the two bodies To support the annual performance review framework, the BBC Trust and S4C Authority may, from time to time, jointly commission external research or independent advice to supplement information received from senior mangers within both organisations The Chairmen of the BBC Trust and S4C Authority shall meet on a biennial basis to review the Strategic Partnership, and explore opportunities to deepen the relationship between the two bodies. 11. Review of Agreement 11.1 This Agreement shall be subject to review by the BBC Trust and S4C Authority during It is the intention of the parties to renew this Agreement on the same terms with effect from 1 January 2010, subject to: (a) (b) the parties agreeing what figures should appear in paragraph 4.1; and such other variations to this Agreement as the parties may agree. 12. Governing law This deed is governed by and shall be construed in accordance with the laws of England and Wales. THIS DEED is duly executed by the parties hereto but remains undelivered until the day and year first before written.

12 Appendix 1 Editorial planning and performance assessment schedule Activity Broadcast year 2007 Broadcast year 2008 Broadcast year 2009 BBC Wales/S4C mgt Consultation over programme strategy [5.4] September - October 2005 September - October 2006 September - October 2007 BBC Wales Development of proposals, in consultation with S4C management [5.5/5.6] October December 2006 October December 2007 October December 2008 BBC Wales/S4C mgt Proposals discussed and agreed [5.8] or failure to agree reported to BBC Trust/S4C Authority [5.11] January 2006 January 2007 January 2008 S4C Authority/ACW Assess proposals, inc consultation with BBC Wales and S4C management [5.9] February April 2006 February April 2007 February April 2008 S4C Authority/ACW Joint recommendation (or failure to agree) reported to BBC Trust [5.10] May 2006 May 2007 May 2008 BBC Trust approval [5.10] By June 2006 By June 2007 By June 2008 S4C Authority assessment of output performance Jan-Feb 2008 Jan-Feb 2009 Jan-Feb 2010 S4C assessment shared with the ACW and BBC Trust March 2008 March 2009 March 2010 BBC Trust assessment of performance shared with S4C April 2008 By July 2009 By July 2010

13 Review and (if appropriate) renewal of Agreement by BBC Trust and S4C Authority July October 2009

14 Appendix 2 The Editorial Synopsis DATE AND REFERENCE OF SYNOPSIS: EDITORIAL DETAILS FOR BBC WALES PROGRAMMES ON S4C 1. Programme Details Title (Note whether it is a working title) In charge of production (Departmental Head, BBC Wales or Senior Producer) (The first point of contact will be Head of Welsh Programmes, BBC Wales) Number of programmes x length of slot (Including titles and credits) Precise length of programmes Precise length between and including commercial break Number of commercial breaks required

15 \Genre()\ \SubGenre()\ Fiction Entertainment Series Drama series Short series One-off Drama doc Comedy Other Channel (Channel for 1st transmission) S4C Programme Strategy Brand (Landmark, Rural, Entertainment, Family etc) Factual general Theatric Film Music Current Affairs Education News Children Sport Events Factual general Factual entertainment Class/Perf Contemporary/Ot her Schools Other Animation Drama Entertainment Factual Nursery Before or after 9pm Before 9pm After 9pm

16 2. Editorial/Creative Summary Editorial description, to include is the programme contemporary or periodspecific? is it an adaptation or an original work? details of any interactive elements and their aims suggestions regarding supplementary web material links with Radio Cymru and/ or Cymru r Byd Topicality Note any events/publications or occasions linked to the programme or series e.g. exhibitions, celebrations, festivals, biographies, books, DVD etc. Sgripting Individual author/co-authors/team Direction Relevant creative details direction style various formats etc. Design and effects Set / special effects/ props Casting Description to include: casting objectives (experienced/ new talent) names/key personel number of core cast number of guest parts in each programme screen portraits (age, ethnic mix, diversity issues) number of extras accents children details and chaperoning arrangements Titles Mood, sound and music and visual objectives Music Creative objectives including recordings or musical sources Interaction Website Any other editorial issues e.g.: outline/ programme order interactive elements website

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18 3. Key Editorial Issues Key talent on camera/ Presenter(s) and Contributors Name Narrator(s) / Voice(s) Author(s) Senior Producer(s) Producer(s) Director(s) Photographic Director(s) Special Location Others

19 4. Production Details i) Production Main filming period proposed Type of filming and facilities e.g. Studio, Location, Single Camera/Two Cameras or Multi Camera Pre-recording/As live or Liver or other please stipulate which Film/Tape DV, Digi, High Def, Super 16mm, other please stipulate details of any format used Geographic location of the filming Country (UK or other) Number of days, consistent location, comments ( (Visa, hostile area etc.) Studio to Location ratio Total Number of days on location Number of days in studio Other technical requirements Details e.g. SMS or MMS Archive BBC images already available Minutes/Percentage of programme Satellite Link Interactivity Online Other Details Yes/No Yes/No Yes/No Archive S4C images already available Minutes/Percentage of programme Archive other Likely source and minutes Stipulate format Undercover filming Provide details if appropriate Yes / No

20 Hidden camera Provide details if appropriate Yes / No Use of CCTV Provide details if appropriate Yes / No Special effects Provide details if appropriate Yes / No Stunts Provide details if appropriate Yes / No Any other specific production issues e.g. Interactivity ii) Post Production Post Production Relevant creative details Cutting/editing style Visual effects Additional requirements/animation Graduation/true editing Graphics Subtitling Yes / No CGI and special visual effects Visual effects that might harm eyesight

21 5. Business and financial considerations Coproduction parties (if relevant) Any editorial requirements should be detailed in section 2. Any effect upon the package and broadcast rights should be noted in section 6 below. Arrangements for any website relating to the programme. Child Protection Policy Note which Child Protection Policy is applicable Designated Person (If S4C s Child Protection Policy ) Health and Safety Policy Note which Health and Safety Policy is applicable Qualified Person (If S4C s Policy is applied) It should be confirmed that the appointed person is appropriately qualified. BBC s Policy/S4C s Policy BBC s Policy/S4C s Policy 6. Further Broadcasts Rights In accordance with the rights in Appendix 3 of the BBC/S4C Partnership Agreement Note if an alternative arrangement has been agreed. Clearances obtained Note: (a) what has been cleared (b) what is clearable Broadcasts/other materials prepurchased in the budget. Including details of all contributors/contributions third party material (including music). Union agreements for contributors contributors to whom further use payments will be payable. (a) (b) Estimate of additional costs to the BBC if relevant Estimate of additional costs to S4C if relevant

22 7. Delivery and Technical Requirements Delivery Timetable For tapes, electronic information and paper work. Delivery details should be noted (down the line, tape, live etc) Delivery date for any other requirements e.g. Online Elements/Interactivity/Press Office Requirements Stipulate any specific time requirement or time restrictions on broadcast e.g. specific interactivity slot Format The usual format is Digibeta 16:9 FHA in SD. Note if it has been agreed that delivery should be in an alternative format e.g. HD Special Technical Requirements Programmes are expected to conform with S4C s technical requirements. Note any exception or special requirements. BBC Cymru Production Credit Location: On the same card as the Copyright Notice or in any other location unless agreed otherwise The credit to appear on all versions of the Programme in all media in the UK Cynhyrchiad ar [S4C logo] Cymru BBC MM.. Independent Production Company s Credit for BBC Cymru Location: On the same card as the Copyright Notice or in any other location unless agreed otherwise The credit to appear on all versions of the Programme in all media in the UK Cynhyrchiad [Company name or Logo] ar gyfer ar Cymru [S4C logo] [cwmni cynhyrchu] MM.. Any Special Requirements regarding Credits

23 Production method Live Studio Location Tape - from the BBC from S4C Subtitling method Live File 4:3 material on widscreen Yes / No If so, which method will be used for screening

24 8. S4C Targets and the BBC s Public Value Performance Measurements (to be added) Audience Details Age: Demographics Blinc Category: Sex: Target Actual Performance Measurements Target audience for 1st transmission.: Repeat: Digital repeat; Omnibus; Appreciation:

25 Appendix 3 Terms of Supply A. This Appendix sets out the standard package of rights to which (unless amended in the Editorial Synopsis) S4C shall be entitled in respect of the Contributed Programming. The BBC Terms of Trade provide that in relation to the Contributed Programming produced by independent producers S4C shall have the same television rights to which S4C would be entitled were the Contributed Programming to be commissioned under the S4C Terms of Trade. The BBC undertakes that discussions will be held in good faith with Pact with a view to agreeing an extension to that principle so that it applies equally to New Media. Subject to the remainder of this paragraph, the rights, the main provisions of which are set out in the definition of Rights below, to which S4C shall be entitled in respect of the Contributed Programming shall therefore be the same as S4C s rights under its Standard Terms of Trade as at the date of the Strategic Partnership Deed (as identified in the following paragraph). It is acknowledged that exceptions to this general rule may be negotiated and agreed as part of the Editorial Synopsis for programme strands. It is also acknowledged that in the event of a conflict between the S4C Standard Terms of Trade and this Appendix, this Appendix will prevail. The parties acknowledge that S4C s Standard Terms of Trade means, collectively: - S4C s Terms of Trade (published on its website on 13/12/04) - S4C s Code of Practice Commissioning Programmes - S4C s Code of Practice Our Relationship with our Producers - Standard Licence All Programmes, incorporating: - Standard Licence - (front sheets) - General Terms (All Programmes) each as appearing on the S4C Producers website at the date of this Strategic Partnership Deed under the section headed Forms and Guidelines. B. The Rights shall survive expiry of the Strategic Partnership Deed. C. In this Appendix the following words shall have the following meanings:-

26 Interpretation and Definitions Licence Period Programmes made in-house by the BBC and Children s and Educational programmes made by the independent sector:- seven (7) years commencing on the date of first broadcast of the Contributed Programming or in the case of a series, seven (7) years from the first broadcast of the last episode by S4C and any extension which is agreed; Programmes (other than Children s and Educational Programmes) made by the independent sector:- five years commencing on the date of first broadcast of the Contributed Programming (or, in the case of a series, each individual episode of the series) and any extension which is agreed Educational Programmes Children s Programmes Territory New Media Rights programmes denoted as such in the Editorial Synopsis; programmes denoted as such in the Editorial Synopsis; the UK with non exclusive overspill rights outside the UK on platforms whose signal is not limited to the UK including without limitation unencrypted satellite; all so called new media rights now known or hereafter invented including without limitation webcasting and mobile technology; as follows:- Television rights and holdback 1. The sole and exclusive right to exploit the Contributed Programming in the Territory during the Licence Period:- 1.1 with or without signing and/or English or Welsh subtitles and/or audio description; 1.2 by any means of television; 1.3 on S4C s public services; 1.4 by means of a specific number of broadcasts, as noted below:- Children s and Educational Programmes unlimited transmissions throughout the Licence Period. Programmes made in house by the BBC (other than Children s and Educational Programmes) sixteen transmissions;

27 Other categories of programme produced by the independent sector three packages of broadcasts each package comprising up to five transmissions within a 28 day period of which two shall be simulcasts on S4C Analogue and S4C Digital and the remainder shall be transmissions on S4C Digital only; S4C may opt to change the third package (the Third Package ) for up to six transmissions on S4C Digital only. 2. Without prejudice to paragraph 1 above, during the Licence Period the BBC shall not exploit or authorise or permit the exploitation of the Contributed Programming on television in English in the Territory. Within 1 month of transmission the BBC shall not exploit any versions of Contributed Programming in the Entertainment genre on television in English in the Territory. Any variation to be agreed within the editorial process. This holdback shall not apply to New Media exploitation by the BBC except during the exclusive New Media windows to which S4C is entitled below. 3. Simulcasts shall count as one transmission. New Media Rights 1. The right during the periods below to exploit the Contributed Programming on New Media in a linear format without impairing or interrupting the original order or sequence of the Contributed Programming (whether in a streamed or downloadable format but only in a format which prevents the viewer from keeping a copy of it once the period of the viewer s licence has expired) as follows: 1.1 on an exclusive basis if at the same time as the first television transmission of the Contributed Programming on the S4C public services. It is acknowledged that S4C s rights under this clause in respect of stand-alone news provision (excluding current affairs and stand-alone politics programmes) shall be non exclusive; 1.2 on an exclusive basis for the first seven (7) days after the first television transmission of the Contributed Programming by S4C and thereafter on a non exclusive basis for a further twenty eight (28) days at a different time to any television broadcast of the Contributed Programming on the S4C public services and on demand by the viewer. Any reduction in the seven (7) day period of exclusivity may be discussed as part of the editorial process; 1.3 on a non exclusive basis if at the same time as the television transmission of any repeat of the Contributed Programming on the S4C public services and also on a non-exclusive basis for the first thirty-five (35) days thereafter at a different time to any repeat television broadcast of the Contributed Programming on the S4C public services and on demand by the viewer. 2. In the case of Children s Programmes or Educational Programmes made by the independent sector, the rights set out in paragraphs 1.2 and 1.3 shall between them not be exercised on more than two occasions during any year in which the relevant programme is broadcast. 3. Where S4C exercises its option to exchange the Third Package (as defined above) of transmissions for a package of 6 transmissions on S4C Digital only,

28 S4C may exercise the New Media Rights in such programme on a non-exclusive basis on demand at any time within 7 days of any one or more of the six transmissions on S4C Digital only. 4. If S4C foresees at the time of discussing and agreeing the Editorial Synopsis for any of the Contributed Programming or at any time thereafter that S4C would like to exercise the New Media Rights in any of the Contributed Programming more extensively than the licence granted above or in any manner which is different to the licence granted above, S4C will discuss its plans with the BBC which will endeavour to agree terms to enable S4C to do so. Website Rights 1. The non exclusive right to create, establish and maintain a Welsh language or bilingual programme-related website or websites for any of the Contributed Programming and the right to use clips or extracts from the Contributed Programming on such website(s) or on any corporate/generic website(s) of S4C or its group companies. Interactive Applications The right to develop and maintain interactive applications associated with or ancillary to the Contributed Programming and to retain any income derived from them. For the avoidance of doubt these applications shall fall outside the definition of New Media and shall be agreed as part of the Editorial Synopsis. Option to Extend the Licence Period The option to extend the Licence Period for Contributed Programming produced by the BBC without payment of a licence fee for further periods on request. Clause 5.12 of the Deed shall apply to all requests. S4C acknowledges that any extension of the Licence Period for Contributed Programming produced by the independent sector shall be discussed directly between S4C and the independent production company concerned. Ancillary Rights in the Welsh Language 1. Subject to the prior written consent of the BBC such consent not to be unreasonably withheld or delayed the non-exclusive right to exploit the merchandising and ancillary rights (in the Welsh language only) in the Contributed Programming for marketing and promotional purposes during the Licence Period, including (but without limitation) the right to use the title, scripts, programme format, characters, scenes, designs, events and items appearing in or produced for the Contributed Programming in connection with all types of

29 products and services, on the understanding that S4C will not operate in a manner which prevents any definite plans on the part of the BBC to exploit the merchandising and ancillary rights in the programme or any version of it commercially. S4C shall be entitled to retain any income derived from such exploitation. 2. S4C and the BBC will regularly liaise with each other and ensure that both parties are aware of any plans that either may have to exercise the ancillary rights in the Contributed Programming. Promotional Rights 1. The right to promote, market and advertise the Contributed Programming and S4C s broadcasts of them by all customary means or methods. 2. S4C will liaise with the BBC as to the nature and extent of any promotional campaign to be run and S4C will take the comments and opinions of the BBC into consideration. Right to Authorise Educational and Archival Use 1. The right to allow designated libraries and archives (in accordance with the Copyright Designs and Patents Act 1988 (as amended)) to prepare and keep copies of the Contributed Programming. 2. The right to allow museums, heritage centres, historical societies and charitable or other non-commercial bodies to have copies of the Contributed Programming off-air and to exhibit and use them for the educational or archival purposes of these organisations. 3. The right to allow schools, colleges, universities and other educational establishments to have copies of the programme and to use them for the educational and non-commercial purposes of the establishment. Off-air Recording Rights The right to allow the Educational Recording Agency Limited to licence educational establishments to record the Contributed Programming off-air and to use them for educational purposes in accordance with the licensing scheme operated by the ERA from time to time pursuant to Section 35 of the Copyright, Designs and Patents Act 1988 (as amended). Advertising and Sponsorship The right to insert adverts and broadcast sponsorship around the Contributed Programming and to retain all income derived therefrom.

30 Other Incidental Rights All the other incidental rights required by S4C in order to be able to fulfil its statutory and contractual duties and responsibilities or in order to facilitate the same, including without limitation: 1. The right to retain a broadcast copy of the programme in perpetuity for regulatory purposes; and 2. The right to retain copies of the Contributed Programming in various technical formats in order to enable S4C to prepare different versions, e.g. a subtitled version, a signed version, a version with audio description etc; and 3. The right to permit cable broadcasters outside the United Kingdom to include the Contributed Programming in cable programme services or multi-point microwave distribution systems and IPTV services where such service(s) simultaneously broadcast the content of the free-to-air television services originated in the United Kingdom and to retain S4C s share of the income derived therefrom. CLEARANCES 1) The BBC shall provide the Contributed Programming fully cleared, the term cleared meaning the acquisition of all rights and consents by the BBC so as to enable the first transmission free of charge to S4C. 2) As a matter of best practice the BBC shall endeavour to acquire all broadcasting rights as part of the clearance for first transmission. 3) Otherwise, the BBC shall endeavour to ensure that rights are clearable, the term clearable meaning that subsequent transmission rights are reserved by the BBC and may be exercised subject to payment to rights holders in accordance with BBC Talent Union Agreements or otherwise as required. 4) In the event that the Editorial Synopses requires the pre-payment of clearable rights the BBC shall do so at the point of first acquisition and the subsequent transmission(s) shall be considered to be part of the BBC s statutory supply to S4C or, S4C may elect to reimburse to the BBC the cost of such pre-payment in which case the subsequent transmission(s)would fall outside the statutory supply by the BBC. 5) S4C shall be free to exercise the clearance of any clearable rights in respect of any transmission beyond the first transmission of the Contributed Programming within its Licence Period.

31 Appendix 4 Complaints procedure Complaints notified to the BBC 1. The BBC will notify S4C promptly of any complaint which is notified directly to the BBC about any of the BBC s Contribution. 2. Any correspondence or written communication from the BBC to the complainant will need to be notified and discussed in advance between S4C and the BBC. 3. The BBC will consult regularly with S4C regarding the complaint and obtain S4C s prior approval to each step taken by the BBC in dealing with such complaint. S4C and the BBC will discuss and seek to agree in good faith the manner in which such complaint shall be dealt with, but the parties acknowledge that S4C, as the broadcaster who is accountable to Ofcom, will have the right to make a final determination in respect of such complaint. 4. Any decision, settlement or compromise between the BBC and the complainant will require the prior approval of S4C. Complaints notified to S4C 1. Any complaint about the BBC s Contribution which is made directly to S4C shall be dealt with in accordance with any other programmes on S4C s services, namely in accordance with S4C s complaints procedure from time to time. Under such procedure, S4C will notify the BBC promptly of such complaint and will give the BBC the opportunity to provide its comments on the complaint. General Both parties acknowledge that each party will work within the framework of its own complaints procedure.

32 The Corporate Seal of the British Broadcasting Corporation was hereunto affixed and attested by: Governor:. Governor/Proper Officer:.

33 The application of the seal of S4C to this Deed is hereby authenticated by the signature of: Iona Jones Chief Executive