Common use of INTERPRETATION & MISCELLANEOUS PROVISIONS Clause in Contracts

INTERPRETATION & MISCELLANEOUS PROVISIONS. (a) The parties hereby agree to: (i) keep confidential all Confidential Information belonging to the other and to treat Confidential Information belonging to the other with the same degree of care it uses for its own confidential information (being at least a reasonable degree of care); (ii) not, without the prior written consent of the other, disclose Confidential Information belonging to the other in whole or in part to any person save those of its employees, agents, advisers, Associate(s) and authorised sub-contractors involved in the provision or receipt of the Programme(s) and who need to know the Confidential Information in question in order to provide or receive the Programme(s); and (iii) use the Confidential Information belonging to the other solely in connection with this Agreement and/or the provision or receipt of the Programme(s) and not for its own benefit or the benefit of any third party. Each of the Channel 4 and the Producer hereby agrees to make all relevant employees, agents, associated companies and authorised sub-contractors aware of the confidentiality of the Confidential Information belonging to the other and the provisions of this Clause 31(a) and, without limitation to this Clause 31(a), to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents, associated companies and authorised sub-contractors with the provisions of this Clause 31(a). The provisions of Clauses 31(a) 1 and 2 shall not apply to any information which: (i) is or becomes public knowledge other than by breach of this Clause 31(a); (ii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; (iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (iv) is independently developed without access to any Confidential Information belonging to the other. Subject to Clauses 31(a) 5 and 6, each party may disclose Confidential Information of the other party to the minimum extent required by any order of any court of competent jurisdiction, any competent judicial, governmental or regulatory body or the laws or regulations that apply to the affairs of that party. The Producer recognises that, if the Freedom of Information Xxx 0000 ("FOIA") is applicable to Channel 4, Channel 4 may be required to release information under the FOIA whether the information is held by Channel 4 or by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4. If Channel 4 receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4 and requires assistance in obtaining such information, the Producer shall ensure (and procure that any of its agents and sub-contractors so ensure) that such request for assistance is responded to promptly and in any event within seven (7) working days of receipt. In addition, Channel 4 shall consult with the Producer as to whether there are grounds for withholding such information. In this regard, Channel 4 specifically acknowledges that such information will likely fall outside the scope of FOIA as information held for purposes of journalism, art or literature pursuant to Schedule 1, Part VI of FOIA and/or the exemptions set out in sections 41 (confidential information) and 43 (commercial interests) of FOIA are likely to apply to such information. In the event that the Producer receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4, the Producer shall promptly notify Channel 4 of such request and shall not respond to the request unless Channel 4 confirms that FOIA is applicable to the Producer. Where FOIA is applicable to the Producer (i.e. where the Producer is deemed to be a “public authority” under FOIA) the Producer shall consult with Channel 4 in good faith, as far as is lawful, as to whether there are grounds for withholding such information in order to prevent or limit any such disclosure (including by applying any exemptions that may exist under FOIA) and/or take into account Channel 4’s views on the timing, manner and content of any such disclosure. In the event that the Producer is required by law to disclose Channel 4’s or its Associate(s)’ Confidential Information (other than under FOIA, which shall be subject to Clauses (5) and (6) above) the Producer will provide Channel 4 with written notice thereof and shall use reasonable endeavours to consult with Channel 4 with a view, as far as practicable, to taking into account Channel 4’s views in determining whether to disclose the information and/or the timing, manner and content of disclosure.

INTERPRETATION & MISCELLANEOUS PROVISIONS. (a) The parties hereby agree to: (i) keep confidential all Confidential Information belonging to the other and to treat Confidential Information belonging to the other with the same degree of care it uses for its own confidential information (being at least a reasonable degree of care); (ii) not, without the prior written consent of the other, disclose Confidential Information belonging to the other in whole or in part to any person save those of its employees, agents, advisers, Associate(s) and authorised sub-contractors involved in the provision or receipt of the Programme(s) and who need to know the Confidential Information in question in order to provide or receive the Programme(s); and (iii) use the Confidential Information belonging to the other solely in connection with this Agreement and/or the provision or receipt of the Programme(s) and not for its own benefit or the benefit of any third party. Each of the Channel 4 and the Producer hereby agrees to make all relevant employees, agents, associated companies and authorised sub-contractors aware of the confidentiality of the Confidential Information belonging to the other and the provisions of this Clause 31(a) and, without limitation to this Clause 31(a)) , to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents, associated companies and authorised sub-contractors with the provisions of this Clause 31(a). ) The provisions of Clauses 31(a) 1 and 2 shall not apply to any information which: (i) is or becomes public knowledge other than by breach of this Clause 31(a)) ; (ii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; (iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (iv) is independently developed without access to any Confidential Information belonging to the other. Subject to Clauses 31(a) 5 and 66 , each party may disclose Confidential Information of the other party to the minimum extent required by any order of any court of competent jurisdiction, any competent judicial, governmental or regulatory body or the laws or regulations that apply to the affairs of that party. The Producer recognises that, if the Freedom of Information Xxx 0000 ("FOIA") is applicable to Channel 4applicable, Channel 4 may be required to release information under the FOIA whether the information is held by Channel 4 or by the Producer (or any of another person on its agents or sub-contractors) on behalf of Channel 4behalf. If Channel 4 receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4 and requires assistance in obtaining such information, the Producer (or any agent or sub-contractor of the Producer) shall at its own cost ensure (and procure that any of its agents and sub-contractors so ensure) that such request for assistance is responded to promptly and in any event within seven (7) working days of receipt. In addition, Channel 4 shall consult with the Producer as to whether there are grounds for withholding such information. In this regard, Channel 4 specifically acknowledges that such information will likely fall outside the scope of FOIA as information held for purposes of journalism, art or literature pursuant to Schedule 1, Part VI of FOIA and/or the exemptions set out in sections 41 (confidential information) and 43 (commercial interests) of FOIA are likely to apply to such information. In the event that the Producer receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4, the Producer shall promptly notify Channel 4 of such request and shall not respond to the request unless Channel 4 confirms that FOIA is applicable to the Producer. Where FOIA is applicable to the Producer (i.e. where the Producer is deemed to be a “public authority” under FOIA) the Producer shall consult with Channel 4 in good faith, as far as is lawful, as to whether there are grounds for withholding such information in order to prevent or limit any such disclosure (including by applying any exemptions that may exist under FOIA) and/or take into account Channel 4’s views on the timing, manner and content of any such disclosure. In the event that the Producer is required by law to disclose Channel 4’s or its Associate(s)’ Confidential Information (other than under FOIA, which shall be subject to Clauses (5) and (6) above) the Producer will provide Channel 4 with written notice thereof and shall use reasonable endeavours to consult with Channel 4 with a view, as far as practicable, to taking into account Channel 4’s views in determining whether to disclose the information and/or the timing, manner and content of disclosure.

INTERPRETATION & MISCELLANEOUS PROVISIONS. (a1) The parties hereby agree to: (i) keep confidential all Confidential Information belonging to the other and to treat Confidential Information belonging to the other with the same degree of care it uses for its own confidential information (being at least a reasonable degree of care); (ii) not, without the prior written consent of the other, disclose Confidential Information belonging to the other in whole or in part to any person save those of its employees, agents, advisers, Associate(s) and authorised sub-contractors involved in the provision or receipt of the Programme(s) and who need to know the Confidential Information in question in order to provide or receive the Programme(s); and (iii) use the Confidential Information belonging to the other solely in connection with this Agreement and/or the provision or receipt of the Programme(s) and not for its own benefit or the benefit of any third party. . 2) Each of the Channel 4 and the Producer hereby agrees to make all relevant employees, agents, associated companies and authorised sub-contractors aware of the confidentiality of the Confidential Information belonging to the other and the provisions of this Clause 31(a) and, without limitation to this Clause 31(a)) , to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents, associated companies and authorised sub-contractors with the provisions of this Clause 31(a). 3) The provisions of Clauses 31(a) 1 and 2 shall not apply to any information which: (i) is or becomes public knowledge other than by breach of this Clause 31(a)) ; (ii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; (iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (iv) is independently developed without access to any Confidential Information belonging to the other. . 4) Subject to Clauses 31(a) 5 and 66 , each party may disclose Confidential Information of the other party to the minimum extent required by any order of any court of competent jurisdiction, any competent judicial, governmental or regulatory body or the laws or regulations that apply to the affairs of that party. . 5) The Producer recognises that, if the Freedom of Information Xxx 0000 ("FOIA") is applicable to Channel 4applicable, Channel 4 may be required to release information under the FOIA whether the information is held by Channel 4 or by the Producer (or any of another person on its agents or sub-contractors) on behalf of Channel 4behalf. If Channel 4 receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4 and requires assistance in obtaining such information, the Producer (or any agent or sub-contractor of the Producer) shall at its own cost ensure (and procure that any of its agents and sub-sub- contractors so ensure) that such request for assistance is responded to promptly and in any event within seven (7) working days of receipt. In addition, Channel 4 shall consult with the Producer as to whether there are grounds for withholding such information. In this regard, Channel 4 specifically acknowledges that such information will likely fall outside the scope of FOIA as information held for purposes of journalism, art or literature pursuant to Schedule 1, Part VI of FOIA and/or the exemptions set out in sections 41 (confidential information. 6) and 43 (commercial interests) of FOIA are likely to apply to such information. In the event that the Producer receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4, the Producer shall promptly notify Channel 4 of such request and shall not respond to the request unless Channel 4 confirms that FOIA is applicable to the Producer. Where FOIA is applicable to the Producer (i.e. where the Producer is deemed to be a “public authority” under FOIA) the Producer shall consult with Channel 4 in good faith, as far as is lawful, as to whether there are grounds for withholding such information in order to prevent or limit any such disclosure (including by applying any exemptions that may exist under FOIA) and/or take into account Channel 4’s views on the timing, manner and content of any such disclosure. In the event that the Producer is required by law to disclose Channel 4’s or its Associate(s)’ Confidential Information (other than under FOIA, which shall be subject to Clauses (5) and (6) above) the Producer will provide Channel 4 with written notice thereof and shall use reasonable endeavours to consult with Channel 4 with a view, as far as practicable, to taking into account Channel 4’s views in determining whether to disclose the information and/or the timing, manner and content of disclosure.

INTERPRETATION & MISCELLANEOUS PROVISIONS. (a) The parties hereby agree to: (i) keep confidential all Confidential Information belonging to the other and to treat Confidential Information belonging to the other with the same degree of care it uses for its own confidential information (being at least a reasonable degree of care); (ii) not, without the prior written consent of the other, disclose Confidential Information belonging to the other in whole or in part to any person save those of its employees, agents, advisers, Associate(s) and authorised sub-contractors involved in the provision or receipt of the Programme(s) and who need to know the Confidential Information in question in order to provide or receive the Programme(s); and (iii) use the Confidential Information belonging to the other solely in connection with this Agreement and/or the provision or receipt of the Programme(s) and not for its own benefit or the benefit of any third party. . 1) Each of the Channel 4 and the Producer hereby agrees to make all relevant employees, agents, associated companies and authorised sub-contractors aware of the confidentiality of the Confidential Information belonging to the other and the provisions of this Clause 31(a) and, without limitation to this Clause 31(a), to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents, associated companies and authorised sub-contractors with the provisions of this Clause 31(a). . 2) The provisions of Clauses 31(a) 1 and 2 shall not apply to any information which: (i) is or becomes public knowledge other than by breach of this Clause 31(a); (ii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; (iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (iv) is independently developed without access to any Confidential Information belonging to the other. . 3) Subject to Clauses 31(a) 5 and 6, each party may disclose Confidential Information of the other party to the minimum extent required by any order of any court of competent jurisdiction, any competent judicial, governmental or regulatory body or the laws or regulations that apply to the affairs of that party. . 4) The Producer recognises that, if the Freedom of Information Xxx 0000 ("FOIA") is applicable to Channel 4, Channel 4 may be required to release information under the FOIA whether the information is held by Channel 4 or by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4. If Channel 4 receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4 and requires assistance in obtaining such information, the Producer shall ensure (and procure that any of its agents and sub-contractors so ensure) that such request for assistance is responded to promptly and in any event within seven (7) working days of receipt. In addition, Channel 4 shall consult with the Producer as to whether there are grounds for withholding such information. In this regard, Channel 4 specifically acknowledges that such information will likely fall outside the scope of FOIA as information held for purposes of journalism, art or literature pursuant to Schedule 1, Part VI of FOIA and/or the exemptions set out in sections 41 (confidential information) and 43 (commercial interests) of FOIA are likely to apply to such information. . 5) In the event that the Producer receives a FOIA request for information held by the Producer (or any of its agents or sub-sub- contractors) on behalf of Channel 4, the Producer shall promptly notify Channel 4 of such request and shall not respond to the request unless Channel 4 confirms that FOIA is applicable to the Producer. Where FOIA is applicable to the Producer (i.e. where the Producer is deemed to be a “public authority” under FOIA) the Producer shall consult with Channel 4 in good faith, as far as is lawful, as to whether there are grounds for withholding such information in order to prevent or limit any such disclosure (including by applying any exemptions that may exist under FOIA) and/or take into account Channel 4’s views on the timing, manner and content of any such disclosure. . 6) In the event that the Producer is required by law to disclose Channel 4’s or its Associate(s)’ Confidential Information (other than under FOIA, which shall be subject to Clauses (5) and (6) above) the Producer will provide Channel 4 with written notice thereof and shall use reasonable endeavours to consult with Channel 4 with a view, as far as practicable, to taking into account Channel 4’s views in determining whether to disclose the information and/or the timing, manner and content of disclosure.

INTERPRETATION & MISCELLANEOUS PROVISIONS. (a) The parties hereby agree to: (i) keep confidential all Confidential Information belonging to the other and to treat Confidential Information belonging to the other with the same degree of care it uses for its own confidential information (being at least a reasonable degree of care); (ii) not, without the prior written consent of the other, disclose Confidential Information belonging to the other in whole or in part to any person save those of its employees, agents, advisers, Associate(s) and authorised sub-contractors involved in the provision or receipt of the Programme(s) and who need to know the Confidential Information in question in order to provide or receive the Programme(s); and (iii) use the Confidential Information belonging to the other solely in connection with this Agreement and/or the provision or receipt of the Programme(s) and not for its own benefit or the benefit of any third party. Each of the Channel 4 and the Producer hereby xxxxxx agrees to make all relevant employees, agents, associated companies and authorised sub-contractors aware of the confidentiality of the Confidential Information belonging to the other and the provisions of this Clause 31(a) and, without limitation to this Clause 31(a), to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents, associated companies and authorised sub-contractors with the provisions of this Clause 31(a). The provisions of Clauses 31(a) 1 and 2 shall not apply to any information which: (i) is or becomes public knowledge other than by breach of this Clause 31(a); (ii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; (iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (iv) is independently developed without access to any Confidential Information belonging to the other. Subject to Clauses 31(a) 5 and 6, each party may disclose Confidential Information of the other party to the minimum extent required by any order of any court of competent jurisdiction, any competent judicial, governmental or regulatory body or the laws or regulations that apply to the affairs of that party. The Producer recognises that, if the Freedom of Information Xxx 0000 ("FOIA") is applicable to Channel 4, Channel 4 may be required to release information under the FOIA whether the information is held by Channel 4 or by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4. If Channel 4 receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4 and requires assistance in obtaining such information, the Producer shall ensure (and procure that any of its agents and sub-contractors so ensure) that such request for assistance is responded to promptly and in any event within seven (7) working days of receipt. In addition, Channel 4 shall consult with the Producer as to whether there are grounds for withholding such information. In this regard, Channel 4 specifically acknowledges that such information will likely fall outside the scope of FOIA as information held for purposes of journalism, art or literature pursuant to Schedule 1, Part VI of FOIA and/or the exemptions set out in sections 41 (confidential information) and 43 (commercial interests) of FOIA are likely to apply to such information. In the event that the Producer receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4, the Producer shall promptly notify Channel 4 of such request and shall not respond to the request unless Channel 4 confirms that FOIA is applicable to the Producer. Where FOIA is applicable to the Producer (i.e. where the Producer is deemed to be a “public authority” under FOIA) the Producer shall consult with Channel 4 in good faith, as far as is lawful, as to whether there are grounds for withholding such information in order to prevent or limit any such disclosure (including by applying any exemptions that may exist under FOIA) and/or take into account Channel 4’s views on the timing, manner and content of any such disclosure. In the event that the Producer is required by law to disclose Channel 4’s or its Associate(s)’ Confidential Information (other than under FOIA, which shall be subject to Clauses (5) and (6) above) the Producer will provide Channel 4 with written notice thereof and shall use reasonable endeavours to consult with Channel 4 with a view, as far as practicable, to taking into account Channel 4’s views in determining whether to disclose the information and/or the timing, manner and content of disclosure.

INTERPRETATION & MISCELLANEOUS PROVISIONS. (a1) The parties hereby agree to: (i) keep confidential all Confidential Information belonging to the other and to treat Confidential Information belonging to the other with the same degree of care it uses for its own confidential information (being at least a reasonable degree of care); (ii) not, without the prior written consent of the other, disclose Confidential Information belonging to the other in whole or in part to any person save those of its employees, agents, advisers, Associate(s) and authorised sub-contractors involved in the provision or receipt of the Programme(s) and who need to know the Confidential Information in question in order to provide or receive the Programme(s); and (iii) use the Confidential Information belonging to the other solely in connection with this Agreement and/or the provision or receipt of the Programme(s) and not for its own benefit or the benefit of any third party. . 2) Each of the Channel 4 and the Producer hereby xxxxxx agrees to make all relevant employees, agents, associated companies and authorised sub-contractors aware of the confidentiality of the Confidential Information belonging to the other and the provisions of this Clause 31(a) and, without limitation to this Clause 31(a)) , to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents, associated companies and authorised sub-contractors with the provisions of this Clause 31(a). 3) The provisions of Clauses 31(a) 1 and 2 shall not apply to any information which: (i) is or becomes public knowledge other than by breach of this Clause 31(a)) ; (ii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; (iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (iv) is independently developed without access to any Confidential Information belonging to the other. . 4) Subject to Clauses 31(a) 5 and 66 , each party may disclose Confidential Information of the other party to the minimum extent required by any order of any court of competent jurisdiction, any competent judicial, governmental or regulatory body or the laws or regulations that apply to the affairs of that party. . 5) The Producer recognises that, if the Freedom of Information Xxx 0000 ("FOIA") is applicable to Channel 4applicable, Channel 4 may be required to release information under the FOIA whether the information is held by Channel 4 or by the Producer (or any of another person on its agents or sub-contractors) on behalf of Channel 4behalf. If Channel 4 receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4 and requires assistance in obtaining such information, the Producer (or any agent or sub-contractor of the Producer) shall at its own cost ensure (and procure that any of its agents and sub-sub- contractors so ensure) that such request for assistance is responded to promptly and in any event within seven (7) working days of receipt. In addition, Channel 4 shall consult with the Producer as to whether there are grounds for withholding such information. In this regard, Channel 4 specifically acknowledges that such information will likely fall outside the scope of FOIA as information held for purposes of journalism, art or literature pursuant to Schedule 1, Part VI of FOIA and/or the exemptions set out in sections 41 (confidential information. 6) and 43 (commercial interests) of FOIA are likely to apply to such information. In the event that the Producer receives a FOIA request for information held by the Producer (or any of its agents or sub-contractors) on behalf of Channel 4, the Producer shall promptly notify Channel 4 of such request and shall not respond to the request unless Channel 4 confirms that FOIA is applicable to the Producer. Where FOIA is applicable to the Producer (i.e. where the Producer is deemed to be a “public authority” under FOIA) the Producer shall consult with Channel 4 in good faith, as far as is lawful, as to whether there are grounds for withholding such information in order to prevent or limit any such disclosure (including by applying any exemptions that may exist under FOIA) and/or take into account Channel 4’s views on the timing, manner and content of any such disclosure. In the event that the Producer is required by law to disclose Channel 4’s or its Associate(s)’ Confidential Information (other than under FOIA, which shall be subject to Clauses (5) and (6) above) the Producer will provide Channel 4 with written notice thereof and shall use reasonable endeavours to consult with Channel 4 with a view, as far as practicable, to taking into account Channel 4’s views in determining whether to disclose the information and/or the timing, manner and content of disclosure.