1.10 RADIO BROADCAST: means one/two broadcast(s) on the Broadcaster’s radio network plus audio on demand and use on the Broadcaster’s digital radio networks.
1.11 CHANNEL NAME :
1.12 EPISODES :
1.13 INTENDED FIRST BROADCAST DATE:
1.14 REH/RECORD DATES (TIMES):
1.15 REH/RECORD ADDRESS:
1.16 INTELLECTUAL PROPERTY RIGHTS: means any copyright, design rights (whether registered or unregistered), performer’s rights, recording rights, trade mark rights (whether registered or unregistered), rights of confidence and all other intellectual property rights existing or coming into existence anywhere in the world relating to the Artist’s performance in the Programme.
1.17 BBC WORLD SERVICE FEE: means a standard union agreed repeat fee payable to the Artist by the BBC World Service.
1.18 BRITISH FORCES BROADCASTING SERVICE FEE: means a standard union agreed repeat fee payable to the Artist by the BBC Worldwide.
1.19 ACCEPTED DELIVERY: The date on which the Broadcaster accepts delivery of the Programme and pays the Production Company the final 50% of its fee for the Programme.
1.20 REPEAT FEE: means a standard union agreed repeat fee for more broadcasts of the Programme than the agreed Radio Broadcast payable by the Broadcaster to the Artist.
2. CONSIDERATION 2.1 In consideration of the Initial TX Fee paid by the Production Company, the Artist;
2.1.1 shall perform the Role in a radio drama recording of the Programme to be broadcast by the Broadcaster in a Radio Broadcast in a series of Episodes;
2.1.2 herewith assigns the Intellectual Property Rights to the Production Company;
2.1.3 shall allow the Production Company to further broadcast the Programme including podcasting of the Programme with no further fees payable by the Production Company to the Artist, except as stated herein;
2.1.4 shall comply with the terms of this Agreement;
shall perform his/her obligations under this Agreement diligently and to the best of his/her ability; and
shall ensure that he/she shall not bring the Programme nor the Production Company or the BBC into disrepute in any manner whether through any production, or exploitation activity or generally carrying out his/her rights, entitlements and obligations under the terms of this Agreement.
2.2 The Artist shall waive his/her moral rights in relation to his/her performance in the Programme.
2.3 The Production Company shall pay to the Artist;
2.3.1 Initial TX Fee upon signing of the Agreement; and
2.3.2 Remainder of the Total Fee following the completion of the Role.
2.4 The Production Company shall pay all payments within 30 days of receipt of a valid invoice which must include an invoice number from the Artist and which shall be delivered to the Production Company following signing of the Agreement and Accepted Delivery.
2.5 The Artist shall be available for a continuous period of 9 hours per day to prepare for and record the Programme during which not less than 2 hours meal/rest break shall be given including one break of not less that 1 hour to be given not more than 5 hours from the start of the period of 9 hours. In the event the Artist works a half day, the Artist shall be available for a continuous period of 4 hours.
3. PUBLICITY 3.1 The Artist shall appear in publicity photographs and shall provide interviews and/or quotes (“the Publicity”) as reasonably requested of the Production Company by the Broadcaster’s publicity department. The Production Company and the Artist shall use all reasonable endeavours to arrange the Publicity in accordance with the Artist’s availability.
4. BROADCAST 4.1 The first intended broadcast of the Programme will be aired on the Intended First Broadcast Date throughout the Territory.
4.2 The broadcasts of the Programme will also be transmitted via the Internet, satellite, digital audio radio (DAB), streaming media and audio on demand. Streaming shall be available on the Broadcaster’s website for seven (7) days following the Broadcast Date and from seven (7) days following the date of the broadcast of the next new episodes of the Programme.
4.3 The recording of the Programme will take place at the Location on the Recording Date, subject to any change provided the Production Company shall inform the Artist about such change with reasonable notice.
4.4 The Artist agrees that the Production Company shall have final editorial control of the Programme and, if they or the Broadcaster consider necessary, be entitled to make amendments to the Programme, including but not limited to the Artist’s performance.
4.5 Where relevant, the Artist agrees to the broadcast of the Programme on the BBC World Service provided the Production Company shall procure the payment of the BBC World Service Fee to the Artist.
4.6 Where relevant, the Artist agrees to the broadcast of the Programme on the British Forces Broadcasting Service provided the Production Company shall procure the payment of the British Forces Broadcasting Service Fee to the Artist.
4.7 Should the Broadcaster wish to broadcast more than the Radio Broadcast the Production Company shall procure the payment of the Repeat Fee to the Artist from the Broadcaster.
5. WARRANTIES 5.1 The Artist warrants that:
5.1.1 the Artist is free to enter into this Agreement and that there are no outstanding agreements (whether written or oral) or arrangements which would or might affect, prejudice or conflict with the terms of this Agreement;
5.1.2 the Artist is free to perform its obligations hereunder and is a citizen of the EU or has the legal right to work for payment in the UK;
5.1.3 the Intellectual Property Rights and other relevant rights owned by the Artist in relation to the Programme are available and free to use by the Production Company and the Broadcaster for additional repeats on the national, regional and local Broadcaster radio networks, as well as on the Broadcaster’s digital radio networks and internet services, and available for sale or as part of a sale of an entire radio network for live or approximately live distribution (whether broadcast, transmitted or streamed over any platform) including by licence to the British Forces Broadcasting Service;
5.1.4 the Production Company shall be able to commercially exploit the Programme on any format and/or media; and
5.1.5 the Intellectual Property Rights do not infringe any rights of a third party.
6. BROADCASTER 6.1 It is understood that the Broadcaster shall have the right to:
6.1.1 use and authorise the use of extracts from the Programme in any of the Broadcaster’s services howsoever delivered;
6.1.2 use extracts and/or trailers from the Programme not exceeding five (5) minutes in duration per thirty (30) minutes of the Duration of Programme as and when required for promotional, preview or review purposes, including but not limited to the use of the extract/trailer within, but not limited to, such radio programmes as “Pick of the Week”; and
6.1.3 promote and publicise the Programme as it sees fit including but not limited to publication in the “Radio Times” and/or “BBC On Air” (where relevant) and/or any other listings magazines.
7. TERMINATION 7.1 The Production Company shall be entitled to terminate this Agreement immediately by written notice to the Artist if the Artist is unable to perform the Role in the Programme in the opinion of the Production Company.
7.2 With reference to the provision contained in Clause 2.1.6 above the Production Company shall be entitled at any time to terminate this Agreement if the Artist has committed or commits any act or omission which in the Production Company’s or the Broadcaster’s reasonable opinion would bring the Programme, the Production Company and/or the Broadcaster into disrepute in any manner or prejudice the production or successful exploitation of the Programme.
7.3 Either party shall be entitled to terminate this Agreement by written notice to the other upon the happening of any of the following events:
7.3.1 The other party fails to remedy a material breach of this Agreement within 14 days after receiving a written notice specifying the breach and requiring its remedy; or
7.3.2 The other party is wound up, declared insolvent or bankrupt, goes into administration, makes an arrangement with its creditors or has a receiver appointed over all or a substantial part of its assets.
7.4 Notwithstanding the provisions for termination of this Agreement as otherwise set out in this clause 7, the Parties hereby agree and acknowledge that in the event that the agreement between the Production Company and the Broadcaster in relation to the broadcast of the Programme should terminate for any reason, then this Agreement shall in turn forthwith terminate.
8. NOTICES 8.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or by first class prepaid, registered or recorded delivery post or by facsimile transmission to the addressee at the addressee’s above written address or by email to the email address notified to each party (or any subsequent address notified to the Production Company or the Artist as the case may be and duly acknowledged in writing).
8.2 Notices and communications shall be deemed to have been duly given or made:
8.2.1 if delivered by hand, upon delivery at the address of the relevant party;
8.2.2 if sent by prepaid first class post, forty eight hours after posting;
8.2.3 if sent by facsimile transmission at the time of transmission or if sent after 4pm it will be deemed served on the next working day (excluding Saturdays, Sundays and Bank Holidays).
8.2.4 if sent by email, at the time the email was sent to the email address of the party using return receipt.
9. INVALIDITY 9.1 In the event that any clause or any part of any clause in this Agreement is declared illegal, invalid or unenforceable by the judgment or decree by consent or otherwise of a court of competent jurisdiction all other clauses or parts of clauses contained in this Agreement shall remain in full force and effect and shall not be affected by such finding for the term of this Agreement.
9.2 The parties shall in good faith amend and, if necessary, substitute this Agreement to reflect as nearly as possible the spirit and intention behind that illegal, invalid or unenforceable provision referred to in clause 9.1. The Parties shall ensure that the amended clause complies with the laws of the jurisdiction.
10. INDEMNITY 10.1 The Artist hereby indemnifies the Production Company against any losses, liabilities, damages, costs (including but not limited to professional fees) awarded against it by a court of competent jurisdiction or agreed in final settlement of any claim and which arises as a result of any claim made by any party for any breach of statutory duty, breach of contract, negligent act, infringement of intellectual property rights, defamation or omission on the part of the Artist subject to the Production Company notifying the Artist of any such claim upon becoming aware of the same and consulting with the Artist in relation to the conduct and defence of such claim.
11. ENTIRE AGREEMENT 11.1 This Agreement contains all the terms which the Parties have agreed under this Agreement and none of the Parties to this Agreement have been induced to enter into this Agreement by a statement or promise which it does not contain, provided that this shall not exclude any liability which a party would otherwise have to the other party in respect of any statement made fraudulently by that prior to the date of this Agreement. For the avoidance of doubt Clause 1, Definitions, shall form part of this Agreement.
12. VARIATION 12.1 No variation to this Agreement shall be effective unless in writing signed by a duly authorised representative of each of the parties.
13. ASSIGNMENT 13.1 This Agreement is non-assignable by the Artist. For the avoidance of doubt the Production Company shall be entitled to assign both its rights and/or obligations under this Agreement.
14. GOVERNING LAW 14.1 This Agreement shall be governed by the laws of England and Wales and both parties agree to submit all disputes hereunder to the exclusive jurisdiction of a Court of England and Wales.
This Agreement shall come into effect once signed by all the parties hereto. The effective date shall be the date of the signature of the last party to sign.
Agreed for and on behalf of PRODUCTION COMPANY Signed by duly authorised signatory
ARTIST Signed by