Common use of FURTHER PROGRAMMES Clause in Contracts

FURTHER PROGRAMMES. (a) Channel 4 will notify the Producer in writing (“Recommission Notice”) within 2 months of first transmission of the Programme(s) on the Channel 4 Service or More4 Service (whichever is first) or, in the case of a Series, of the first transmission of the last episode in such Series on the Channel 4 Service or More4 Service (whichever is first) whether or not it wishes to recommission the Producer to produce further programmes based on the Format (“the Further Programme(s)”). (b) If Channel 4 wishes to commission the Further Programme(s), and both parties agree to do so on a fixed price, non budgeted basis, the parties shall have a 30 day period from receipt of the Recommission Notice in which to agree the Channel 4 Licence Fee and the parties shall thereafter agree a mutually acceptable production schedule for the Further Programme(s). (c) If either party hereto does not agree that the Further Programme(s) should be contracted on a fixed price, non budgeted basis or the parties have agreed to contract on a fixed price, non budgeted basis but failed to agree what the Channel 4 Licence Fee should be then the Producer shall then have a period of 2 months from receipt of the Recommission Notice to prepare and submit a full budget for such Further Programme(s). The Channel 4 Licence Fee for such Further Programme(s) shall thereafter be negotiated in good faith for up to three months commencing on the date a full budget is received by Channel 4 (“the Negotiating Period”). The Channel 4 Licence Fee negotiations shall take into account (where relevant) the price paid for the preceding Programme(s), the number of programmes being commissioned in comparison to the previous series, cast breakages (Channel 4 will expect ongoing options to be negotiated with cast/talent as appropriate), union rates, increases in national insurance and RPI. If, on expiry of the Negotiating Period, a price has not been agreed it may be extended by either side in writing in exceptional circumstances to allow for a further 3 months bona fide negotiations. Finally, on expiry of the Negotiating Period or extension, taking into account the factors above and provided that both parties have acted reasonably and have negotiated in good faith the Producer shall then be entitled to start to exploit Further Programme(s) in the Territory 12 months after expiry of the Negotiating Period or extension. (d) All such periods referred to above may be extended by mutual agreement between Channel 4 and the Producer if it is necessary to wait for the availability of talent. (e) In the event that Channel 4 does not wish to commission Further Programme(s), the Producer shall then be at liberty to start to exploit Further Programme(s) in the Territory following expiry of a 12 calendar month period from first transmission of the Programme(s) or, in the case of a Series, of the last episode or last Programme(s) in such Series on the Channel 4 Service or More4 Service (“Format Holdback Period”). In addition, Channel 4 agrees that if Channel 4 does not wish to commission Further Programme(s), then on expiry of the Format Holdback Period the Producer shall be entitled to start to exploit Changed Format Programme(s) in the Territory, subject to Channel 4’s right to a share of Net Receipts from such exploitation and provided that (i) the Changed Format Programme(s) do not include Contributors who have direct agreements with Channel 4 at the time of expiry of the Format Holdback Period; (ii) Channel 4 has approval of the title of the Changed Format Programme(s) in the Territory if such title is (in Channel 4’s reasonable opinion) similar to the title of the Programme(s); and (iii) the Producer grants to Channel 4 the right of first negotiation as set out in clause 25(h) below. For the avoidance of doubt, prior to expiry of the Format Holdback Period, the Producer warrants and agrees that it will not and will not authorise any third party to exploit, market or promote any Changed Format Programme(s) and/or any other programmes based on the Format in the Territory. (f) In the event Channel 4 does not wish to commission Further Programme(s) Channel 4 shall be entitled, in perpetuity, to receive a 15 per cent share of net receipts (“net receipts” for the purpose of this clause shall be the Format licence fee paid by the relevant production company, and (if applicable), in the event the production is made by the Producer, or an affiliated company, the share of net receipts shall be deemed to be 3% of the production budget) derived from exploitation of the Format in the Territory. (g) The Producer undertakes that it will not whilst Channel 4 has a recommissioning right dispose of any sets, props, costumes, equipment or the like or relinquish any on-going right to use a location without the prior written approval of Channel 4. Channel 4 shall, unless the costs are already included in the Budgeted Cost/Fixed Price, meet the costs of storage provided these are agreed in advance in writing. (h) Following expiry of the Format Holdback Period, the Producer warrants and undertakes that it shall not itself and shall not authorise any third party to exploit the Changed Format Programme(s) in the Territory, without granting to Channel 4 (and its Associate(s)) an exclusive right of first negotiation to acquire all rights to exploit the Changed Format Programme(s) via any Distribution System in the Territory as described herein. For 40 days from written notice from the Producer and/or the distributor of the rights in and to the Changed Format Programme(s) (whichever entity is exploiting the rights in the Changed Format Programme(s) shall be described for the purposes hereof as the “Format Distributor”), Channel 4 shall have the first option to negotiate to acquire such of the rights in the Changed Format Programme(s) as Channel 4 requires for similar programme acquisitions and the Format Distributor shall enter into good faith negotiations with Channel 4 in respect of the same before entering into negotiations with any third party (“Exclusive Negotiating Period”). If Channel 4 and the Format Distributor do not agree terms within the Exclusive Negotiating Period the Format Distributor shall not be entitled to discuss terms for the Changed Format Programme(s) with a third party until 10 days after the expiry of the Exclusive Negotiating Period. Thereafter, the Format Distributor shall not offer any third party more favourable terms than have been last offered to Channel 4 with respect to the relevant right without offering Channel 4 the right to match such terms.

FURTHER PROGRAMMES. (a) Channel 4 will notify the Producer in writing (“Recommission Notice”) within 2 months of first transmission of the Programme(s) on the Channel 4 Service or More4 Service (whichever is first) or, in the case of a Series, of the first transmission of the last episode in such Series on the Channel 4 Service or More4 Service (whichever is first) whether or not it wishes to recommission the Producer to produce further programmes based on the Format (“the Further Programme(s)”). (b) . If Channel 4 wishes to commission the Further Programme(s), and both parties agree to do so on a fixed price, non budgeted basis, the parties shall have a 30 day period from receipt of the Recommission Notice in which to agree the Channel 4 Licence Fee and the parties shall thereafter agree a mutually acceptable production schedule for the Further Programme(s). (c) . If either party hereto does not agree that the Further Programme(s) should be contracted on a fixed price, non budgeted basis or the parties have agreed to contract on a fixed price, non budgeted basis but failed to agree what the Channel 4 Licence Fee should be then the Producer shall then have a period of 2 months from receipt of the Recommission Notice to prepare and submit a full budget for such Further Programme(s). The Channel 4 Licence Fee for such Further Programme(s) shall thereafter be negotiated in good faith for up to three months commencing on the date a full budget is received by Channel 4 (“the Negotiating Period”). The Channel 4 Licence Fee negotiations shall take into account (where relevant) the price paid for the preceding Programme(s), the number of programmes being commissioned in comparison to the previous series, cast breakages (Channel 4 will expect ongoing options to be negotiated with cast/talent as appropriate), union rates, increases in national insurance and RPI. If, on expiry of the Negotiating Period, a price has not been agreed it may be extended by either side in writing in exceptional circumstances to allow for a further 3 months bona fide negotiations. Finally, on expiry of the Negotiating Period or extension, taking into account the factors above and provided that both parties have acted reasonably and have negotiated in good faith the Producer shall then be entitled to start to exploit Further Programme(s) in the Territory 12 months after expiry of the Negotiating Period or extension. (d) . All such periods referred to above may be extended by mutual agreement between Channel 4 and the Producer if it is necessary to wait for the availability of talent. (e) . In the event that Channel 4 does not wish to commission Further Programme(s), the Producer shall then be at liberty to start to exploit Further Programme(s) in the Territory following expiry of a 12 calendar month period from first transmission of the Programme(s) or, in the case of a Series, of the last episode or last Programme(s) in such Series on the Channel 4 Service or More4 Service (“Format Holdback Period”). In addition, Channel 4 agrees that if Channel 4 does not wish to commission Further Programme(s), then on expiry of the Format Holdback Period the Producer shall be entitled to start to exploit Changed Format Programme(s) in the Territory, subject to Channel 4’s right to a share of Net Receipts from such exploitation and provided that (i) the Changed Format Programme(s) do not include Contributors who have direct agreements with Channel 4 at the time of expiry of the Format Holdback Period; (ii) Channel 4 has approval of the title of the Changed Format Programme(s) in the Territory if such title is (in Channel 4’s reasonable opinion) similar to the title of the Programme(s); and (iii) the Producer grants to Channel 4 the right of first negotiation as set out in clause 25(h) below. For the avoidance of doubt, prior to expiry of the Format Holdback Period, the Producer warrants and agrees that it will not and will not authorise any third party to exploit, market or promote any Changed Format Programme(s) and/or any other programmes based on the Format in the Territory. (f) . In the event Channel 4 does not wish to commission Further Programme(s) Channel 4 shall be entitled, in perpetuity, to receive a 15 per cent share of net receipts (“net receipts” for the purpose of this clause shall be the Format licence fee paid by the relevant production company, and (if applicable), in the event the production is made by the Producer, or an affiliated company, the share of net receipts shall be deemed to be 3% of the production budget) derived from exploitation of the Format in the Territory. (g) . The Producer undertakes that it will not whilst Channel 4 has a recommissioning right dispose of any sets, props, costumes, equipment or the like or relinquish any on-going right to use a location without the prior written approval of Channel 4. Channel 4 shall, unless the costs are already included in the Budgeted Cost/Fixed Price, meet the costs of storage provided these are agreed in advance in writing. (h) Following expiry of the Format Holdback Period, the Producer warrants and undertakes that it shall not itself and shall not authorise any third party to exploit the Changed Format Programme(s) in the Territory, without granting to Channel 4 (and its Associate(s)) an exclusive right of first negotiation to acquire all rights to exploit the Changed Format Programme(s) via any Distribution System in the Territory as described herein. For 40 days from written notice from the Producer and/or the distributor of the rights in and to the Changed Format Programme(s) (whichever entity is exploiting the rights in the Changed Format Programme(s) shall be described for the purposes hereof as the “Format Distributor”), Channel 4 shall have the first option to negotiate to acquire such of the rights in the Changed Format Programme(s) as Channel 4 requires for similar programme acquisitions and the Format Distributor shall enter into good faith negotiations with Channel 4 in respect of the same before entering into negotiations with any third party (“Exclusive Negotiating Period”). If Channel 4 and the Format Distributor do not agree terms within the Exclusive Negotiating Period the Format Distributor shall not be entitled to discuss terms for the Changed Format Programme(s) with a third party until 10 days after the expiry of the Exclusive Negotiating Period. Thereafter, the Format Distributor shall not offer any third party more favourable terms than have been last offered to Channel 4 with respect to the relevant right without offering Channel 4 the right to match such terms.